<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 17, 2000
REGISTRATION NOS. /811-4001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. [ ]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 30 [X]
------------------------
METROPOLITAN LIFE SEPARATE ACCOUNT E
(EXACT NAME OF REGISTRANT)
METROPOLITAN LIFE INSURANCE COMPANY
(EXACT NAME OF DEPOSITOR)
1 MADISON AVENUE, NEW YORK, NEW YORK 10010
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 578-5364
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
GARY A. BELLER, ESQ.
SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
1 MADISON AVENUE
NEW YORK, NEW YORK 10010
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
Copies to:
DIANE E. AMBLER, ESQ.
MAYER, BROWN & PLATT
1909 K STREET N.W., SUITE 1200
WASHINGTON, D.C. 20006
------------------------
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. REGISTRANT'S RULE
24F-2 NOTICE FOR THE YEAR ENDED DECEMBER 31, 1999 WAS FILED WITH THE COMMISSION
ON MARCH 30, 2000.
APPROXIATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the Registration Statement. The Registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT E
FORM N-4
UNDER
THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940
CROSS REFERENCE SHEET
(PURSUANT TO RULE 481(A))
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------------------
<S> <C>
1. Cover Page............................. Cover Page
2. Definitions............................ Important Terms You Should
Know
3. Synopsis............................... Table of Expenses
4. Condensed Financial Information........ General
Information--Advertising
Performance; General
Information--Financial
Statements
5. General Description of Registrant,
Depositor, and Portfolio Companies... MetLife; Metropolitan Life
Separate Account E; Your
Investment Choices; General
Information--Voting Rights
6. Deductions and Expenses................ Table of Expenses; Death
Benefit Fee; Charges;
Premium Taxes; General
Information--Who Sells the
Income Annuity;
Appendix--Premium Tax Table
7. General Description of Variable
Annuity.............................. The Income Annuity;
Reallocations; General
Information
8. Annuity Period......................... Important Terms You Should
Know; Income Types/
Calculating Your Income
Payments
9. Death Benefit.......................... Death Benefit
10. Purchases and Annuity Values........... MetLife; Metropolitan Life
Separate Account E; Purchase
of an Income Annuity;
Calculating your Income
Payments; Initial Income
Payment; Subsequent Income
Payments; General
Information
11. Redemptions............................ General Information--Changes
to Your Income Annuity
12. Taxes.................................. Income Taxes
13. Legal Proceedings...................... Not Applicable
14. Table of Contents of the Statement of
Additional Information............... Table of Contents of the
Statement of Additional
Information
15. Cover Page............................. Cover Page
16. Table of Contents...................... Table of Contents
17. General Information and History........ Not Applicable
18. Services............................... Independent Auditors;
Services; Distribution of
Certificates and Interests
in the Income Annuity
19. Purchase of Securities Being Offered... Not Applicable
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------------------
<S> <C>
20. Underwriters........................... Distribution of Certificates
and Interests in the Income
Annuity
21. Calculation of Performance Data........ Performance Data
22. Annuity Payments....................... Sample Calculation
Illustrating How the
Adjustment Factor is
Determined and Applied to
Income Payments
23. Financial Statements................... Financial Statements of the
Separate Account; Financial
Statements of MetLife
</TABLE>
2
<PAGE>
--------------
[ ], 2000
--------------
METLIFE INCOME SECURITY PLAN(Service Mark) VARIABLE INCOME ANNUITY
CONTRACTS ISSUED BY METROPOLITAN LIFE INSURANCE COMPANY
This Prospectus describes group non-qualified and qualified MetLife Income
Security Plan immediate variable income annuity ("Income Annuity") contracts.
================================================================================
The investment choices available to you to allocate your purchase payment are
listed in the contract for your Income Annuity. Your choices may include the
Fixed Payment Option (not described in this Prospectus) and investment divisions
available through Metropolitan Life Separate Account E which, in turn, invest in
the following corresponding portfolios of the Metropolitan Series Fund, Inc.
("Metropolitan Fund") and series of the New England Zenith Fund ("Zenith Fund").
For convenience, both the portfolios and the series are referred to as
Portfolios in this Prospectus.
LEHMAN BROTHERS(REGISTERED) AGGREGATE BOND INDEX
STATE STREET RESEARCH INCOME
STATE STREET RESEARCH DIVERSIFIED
METLIFE STOCK INDEX
HARRIS OAKMARK LARGE CAP VALUE
T. ROWE PRICE LARGE CAP GROWTH
STATE STREET RESEARCH GROWTH
DAVIS VENTURE VALUE
PUTNAM LARGE CAP GROWTH
METLIFE MID CAP STOCK INDEX
NEUBERGER BERMAN PARTNERS MID CAP VALUE
JANUS MID CAP
STATE STREET RESEARCH AGGRESSIVE GROWTH
LOOMIS SAYLES HIGH YIELD BOND
RUSSELL 2000(REGISTERED) INDEX
T. ROWE PRICE SMALL CAP GROWTH
LOOMIS SAYLES SMALL CAP
STATE STREET RESEARCH AURORA SMALL CAP VALUE
SCUDDER GLOBAL EQUITY
MORGAN STANLEY EAFE(REGISTERED) INDEX
PUTNAM INTERNATIONAL STOCK
HOW TO LEARN MORE:
Before investing, read this Prospectus. The Prospectus contains information
about the Income Annuity and Metropolitan Life Separate Account E which you
should know before investing. Keep this Prospectus for future reference. For
more information, request a copy of the Statement of Additional Information
("SAI"), dated 2000. The SAI is considered part of this Prospectus as though
it were included in the Prospectus. The Table of Contents of the SAI appears on
page of this Prospectus. To request a free copy of the SAI or to ask
questions, write or call:
Metropolitan Life Insurance Company
200 Park Avenue, Area 5N
New York, NY 10166-0188 [GRAPHIC OMITTED]
Attention: MetLife Retirement Group
Phone: (800) 638-2704, extension 2575
The Securities and Exchange Commission has a Web site (http://www.sec.gov) which
you may visit to view this Prospectus, SAI and other information. The Securities
and Exchange Commission has not approved or disapproved these securities or
determined if this Prospectus is truthful or complete. Any representation
otherwise is a criminal offense. The current Metropolitan Fund and Zenith Fund
Prospectuses are attached to the back of this Prospectus. You should also read
these Prospectuses carefully before purchasing an Income Annuity. This
Prospectus is not valid unless attached to Metropolitan Fund and Zenith Fund
Prospectuses.
--------------------------------------------------------------------------------
INCOME ANNUITY
This Income Annuity provides a stream of payments to you. The income payments
you receive will vary to reflect the net performance of the Portfolios
underlying the selected investment divisions and the changes in the interest
rate specified in your contract. The payment amount you receive is also based on
the amount of your purchase payment, the income type and possibly your age
and/or sex, depending on the income type chosen.
A WORD ABOUT INVESTMENT RISK:
An investment in the Income Annuity involves investment risk. Payments you
receive from MetLife will fluctuate in amount and may go down. Money invested is
NOT:
o a bank deposit or obligation;
o federally insured or guaranteed; or
o endorsed by any bank or financial institution other than MetLife.
--------------------------------------------------------------------------------
METLIFE(Registered)
<PAGE>
TABLE OF CONTENTS
IMPORTANT TERMS YOU SHOULD KNOW .......................................... 4
TABLE OF EXPENSES ........................................................ 7
METLIFE .................................................................. 9
METROPOLITAN LIFE SEPARATE ACCOUNT E ..................................... 9
THE INCOME ANNUITY ....................................................... 10
How the Income Annuity Differs From
Other Immediate Annuities .......................................... 10
Features of the Income Annuity ....................................... 12
Your Investment Choices .............................................. 13
Income Types ......................................................... 15
Death Benefit ........................................................ 16
Purchase of an Income Annuity ........................................ 16
Calculating Your Income Payments ..................................... 17
Initial Income Payment ........................................... 17
Subsequent Income Payments ....................................... 17
Adjustment Factor .................................................... 18
Investment Factor ................................................ 18
Determining the Investment Factor ................................ 18
Interest Factor .................................................. 19
Determining the Interest Factor .................................. 19
The Effect of the Adjustment Factor .............................. 20
Examples of Income Payment Calculations .......................... 20
Reallocations ........................................................ 20
Death Benefit Fee .................................................... 22
Charges .............................................................. 22
Separate Account Charge .......................................... 22
Investment-Related Charge ........................................ 23
Premium Taxes ........................................................ 23
Free Look ............................................................ 23
[GRAPHIC OMITTED]
2
<PAGE>
GENERAL INFORMATION ...................................................... 23
Administration ...................................................... 23
Purchase Payment ................................................. 23
Confirming Reallocations ......................................... 24
Processing Reallocations ......................................... 24
By Telephone or Internet ...................................... 24
After Your Death .............................................. 25
Third Party Requests .......................................... 25
Advertising Performance ............................................. 25
Changes to Your Income Annuity ...................................... 26
Voting Rights ....................................................... 27
Who Sells the Income Annuity ........................................ 28
Financial Statements ................................................ 28
Your Spouse's Rights ................................................ 28
INCOME TAXES ............................................................. 28
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION ............ 36
APPENDIX - PREMIUM TAX TABLE ............................................. 37
MetLife does not intend to offer the Income Annuity anywhere it may not lawfully
be offered and sold. MetLife has not authorized any information or
representations about the Income Annuity other than the information in this
Prospectus, the attached prospectuses, supplements to the prospectuses or any
supplemental sales material we authorize.
3
<PAGE>
[GRAPHIC OMITTED]
IMPORTANT TERMS YOU SHOULD KNOW
ADJUSTMENT FACTOR
The adjustment factor for each investment division is used to calculate your
income payment (as defined later). For each investment division, your current
income payment is equal to the income payment as of the last valuation date
multiplied by the adjustment factor. The adjustment factor is the result of
multiplying the interest factor times the investment factor. Whether your income
payment goes up or down depends on the current adjustment factor.
ANNUITY PURCHASE RATE
The annuity purchase rate is based on the annuity income type you purchase, an
interest rate, and your age, sex and number of payments remaining, to the extent
relevant. The annuity purchase rate is reset each valuation date to reflect
these components. The reset annuity purchase rate represents the cost you would
incur if you were purchasing the same annuity contract you have in light of this
updated information.
CONTRACT
A contract is the legal agreement between you and MetLife or between MetLife and
the employer, plan trustee or other entity, or the certificate issued to you
under a group annuity contract. You as the annuitant receive a certificate under
the contract. This document contains relevant provisions of your Income Annuity.
MetLife issues the contracts for the Income Annuity described in this
Prospectus.
INCOME ANNUITY
The Income Annuity described in this Prospectus is an immediate annuity contract
under which payments vary based upon the performance of investments such as
stocks and bonds, held by one or more underlying Portfolios, as well as changes
based upon a specified interest rate. You assume the investment risk for any
amounts allocated to the investment divisions and changes in the specified
interest rate.
INCOME PAYMENTS
The income payments are what we will pay you as a result of the purchase of the
Income Annuity. The income payment amount is not guaranteed but rather will vary
up and down depending on the adjustment factor.
INTEREST FACTOR
The interest factor measures the impact of changes in the specified interest
rate. It is one of two factors comprising the adjustment factor which we use to
determine your variable income payments.
4
<PAGE>
INVESTMENT DIVISION
Investment divisions are subdivisions of the Separate Account. When you allocate
or reallocate money to an investment division, the investment division purchases
shares of a portfolio (with the same name) within the Metropolitan Fund or
Zenith Fund.
INVESTMENT FACTOR
The investment factor for each investment division measures the investment
experience (after applicable charges and expenses) of that investment division
compared to the specified interest rate in effect on the prior valuation date.
It is one of two factors comprising the adjustment factor which we use to
determine your variable income payments.
METLIFE
Metropolitan Life Insurance Company is the company that issues the Income
Annuity. Throughout this Prospectus, MetLife is also referred to as "we," "us"
or "our."
METLIFE DESIGNATED OFFICE
The MetLife Designated Office is the MetLife office that will generally handle
the processing of your requests concerning your Income Annuity. MetLife will
provide you with the address of your MetLife Designated Office.
SEPARATE ACCOUNT
A separate account is an investment account. All assets contributed to
investment divisions under the Income Annuity are pooled in the Separate Account
and maintained for the benefit of investors in the Income Annuity.
SPECIFIED INTEREST RATE
The specified interest rate is defined in your contract. It is based on market
interest rates such as the 10 Year Treasury, plus or minus a percentage. We use
it as the benchmark interest rate to determine your initial income payment and
all future income payments. We guarantee that we will not change the way we
determine the specified interest rate or the date we choose to apply the rate to
the interest factor calculation, except as stated next. For any valuation date
we will use the rate as published in the WALL STREET JOURNAL on the third
business day before the first of the month in which the valuation date occurs
(we may determine the rate either more often or less often, in which case, we
will tell you in advance that we will be doing so). Should a rate become
unavailable (for example, if we use 10 Year Treasury notes and the Treasury
stops issuing 10 year notes) or should this rate cease to be published in the
WALL STREET JOURNAL, we will use a readily available rate or source that we
consider most comparable.
[GRAPHIC OMITTED]
5
<PAGE>
VALUATION DATE
The day on which we calculate your income payment or process a reallocation
request. A valuation date is a day the New York Stock Exchange is open for
trading.
YOU
In this Prospectus, depending on the context, "you" may mean either: (1) the
owner of the Income Annuity, (2) the annuitant for whom money is invested under
group arrangements, or (3) any annuitant under a contract where the owner is not
an individual.
6
<PAGE>
--------------------------------------------------------------------------------
TABLE OF EXPENSES--INCOME ANNUITY
--------------------------------------------------------------------------------
The following table shows the Separate Account, Metropolitan Fund and Zenith
Fund charges and expenses applied to the Income Annuity. The numbers in the
table for the Separate Account, the Zenith Fund and for all Portfolios of the
Metropolitan Fund are based on past experience except those Portfolios
introduced on July 5, 2000. The Portfolios introduced on July 5, 2000 (marked by
note 11) do not have a full year's past experience, so the management fees and
other expenses are estimates for the current year. The numbers in the table are
subject to change. The table is not intended to show your actual total combined
expenses of the Separate Account, Metropolitan Fund and Zenith Fund, which may
be higher or lower. It does not show fees for the Fixed Payment Option or
premium taxes which may apply.
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Sales Load Charge to Purchase Payment (as a percentage of the purchase payment) ..................... 0% or 5% (1)
Death Benefit Fee ................................................................................... Variable (2)
Separate Account Annual Expenses (currently we charge .95%) ......................................... 1.25% (3)
(estimated as a percentage of average account value for the fiscal year ending December 31, 2000)
</TABLE>
METROPOLITAN FUND ANNUAL EXPENSES (as a percentage of average net assets for
the fiscal year ending December 31, 1999)
<TABLE>
<CAPTION>
------------------------------
MANAGE- OTHER EXPENSES TOTAL EXPENSES OTHER EXPENSES TOTAL EXPENSES
MENT BEFORE BEFORE AFTER AFTER
FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Lehman Brothers(Registered) Aggregate Bond Index Portfolio (8) .25 .15 .40 .15 .40
State Street Research Income Portfolio (4)(5) ................ .32 .06 .38 .06 .38
State Street Research Diversified Portfolio (4)(5)(6) ........ .43 .03 .46 .02 .45
MetLife Stock Index Portfolio (4) ............................ .25 .04 .29 .04 .29
Harris Oakmark Large Cap Value Portfolio (5)(6)(8) ........... .75 .40 1.15 .19 .94
T. Rowe Price Large Cap Growth Portfolio (5)(6)(8) ........... .69 .62 1.31 .24 .93
State Street Research Growth Portfolio (4)(5)(6) ............. .47 .04 .51 .02 .49
Putnam Large Cap Growth Portfolio (11) ....................... .80 .59 1.39 .20 1.00
MetLife Mid Cap Stock Index Portfolio (11) ................... .25 .65 .90 .20 .45
Neuberger Berman Partners Mid Cap Value Portfolio (5)(6)(8) .. .70 .48 1.18 .06 .76
Janus Mid Cap Portfolio (5)(7) ............................... .67 .04 .71 .04 .71
State Street Research Aggressive Growth Portfolio (4)(5)(6) .. .70 .04 .74 .02 .72
Loomis Sayles High Yield Bond Portfolio (7) .................. .70 .24 .94 .24 .94
Russell 2000(Registered) Index Portfolio (8)(9) .............. .25 .64 .89 .30 .55
T. Rowe Price Small Cap Growth Portfolio (5)(7) .............. .52 .09 .61 .09 .61
State Street Research Aurora Small Cap Value Portfolio (5)(11) .85 .23 1.08 .20 1.05
Scudder Global Equity Portfolio (5)(7) ....................... .67 .20 .87 .20 .87
Morgan Stanley EAFE(Registered) Index Portfolio (8)(10) ...... .30 1.47 1.77 .36 .66
Putnam International Stock Portfolio (4)(5) .................. .90 .22 1.12 .22 1.12
ZENITH FUND ANNUAL EXPENSES
(as a percentage of average net assets)
Davis Venture Value Series (12) .............................. .75 .06 .81 .06 .81
Loomis Sayles Small Cap Series (12)(13) ...................... .90 .10 1.00 .10 1.00
------------------------------
</TABLE>
7
<PAGE>
--------------------------------------------------------------------------------
TABLE OF EXPENSES (CONTINUED)
--------------------------------------------------------------------------------
(1) If your Income Annuity is purchased through a broker-dealer other than
MetLife, your purchase payment applied to the Income Annuity will be
reduced by 5% to compensate that broker-dealer.
(2) The death benefit fee depends upon your age and sex and the length of time
until you start receiving income payments. This death benefit fee covers
the cost of insurance for returning the amount of your purchase payment in
the event of your death before you start receiving income payments.
(3) Pursuant to the terms of the contract, our total Separate Account annual
expenses will not exceed 1.25% of your average balance in the investment
divisions. Currently, we are charging .95% for the Income Annuity.
(4) Prior to May 16, 1993, we paid all expenses of the Metropolitan Fund
(other than management fees, brokerage commissions, taxes, interest and
extraordinary or nonrecurring expenses) (hereafter "Expenses"). The effect
of such reimbursements is that performance results are increased.
(5) Each Portfolio's management fee decreases when its assets grow to certain
dollar amounts. The "break point" dollar amounts at which the management
fee declines are more fully explained in the prospectus and Statement of
Additional Information for the Metropolitan Fund.
(6) The Metropolitan Fund directed certain portfolio trades to brokers who
paid a portion of the Fund's expenses. In addition, the Fund has entered
into arrangements with its custodian whereby credits realized as a result
of this practice were used to reduce a portion of each participating
Portfolio's custodian fees. The "Other Expenses After Reimbursements"
reflects this reduction. The effect of the reduction is that performance
results are increased.
(7) These Portfolios began operating on March 3, 1997. We paid all Expenses in
excess of .20% of the average net assets for each of these Portfolios
until each Portfolio's total assets reached $100 million, or until March
2, 1999, whichever came first. MetLife ceased subsidizing such Expenses
for the Janus Mid Cap, T. Rowe Price Small Cap Growth, Scudder Global
Equity and Loomis Sayles High Yield Bond Portfolios on December 31, 1997,
January 22, 1998, July 2, 1998 and March 2, 1999, respectively. All
expense information for these Portfolios reflect current expenses without
any reimbursement. The effect of such reimbursements is that performance
results are increased.
(8) These Portfolios began operating on November 9, 1998. We pay all Expenses
in excess of .20% (.25% for the Morgan Stanley EAFE(Registered) Index
Portfolio) of the average net assets for each of these Portfolios until
each Portfolio's total assets reach $100 million, or until November 8,
2000, whichever comes first. MetLife ceased subsidizing such Expenses for
Lehman Brothers(Registered) Aggregate Bond Index and Russell
2000(Registered) Index Portfolios on July 13, 1999 and December 3, 1999,
respectively. All expense information for the Lehman Brothers(Registered)
Aggregate Bond Index which we ceased subsidizing reflects current expenses
without any reimbursement. The "Other Expenses Before Reimbursement" for
Harris Oakmark Large Cap Value, T. Rowe Price Large Cap Growth and
Neuberger Berman Partners Mid Cap Value Portfolios assumes no reduction of
expenses of any kind. The information for the Portfolios which we are
still subsidizing reflects the effect of the anticipated reimbursement of
Expenses during the entire current year. The effect of such reimbursements
is that performance results are increased.
(9) MetLife ceased subsidizing expenses in excess of .20% of the average net
assets of the Russell 2000(Registered) Index Portfolio on December 3,
1999. Beginning on February 22, 2000, MetLife began to pay all Expenses in
excess of .30% of the average net assets for the Russell 2000(Registered)
Index Portfolio until the Portfolio's total assets reach $200 million, or
until April 30, 2001, whichever comes first. The "Other Expenses Before
Reimbursement" information for this Portfolio assumes no reduction of
expenses of any kind. The "Other Expenses After Reimbursement" for this
Portfolio reflects expenses as if the Expense reimbursement will be in
effect for the entire current year.
(10) MetLife will pay all Expenses in excess of .25% of the average net assets
for the Morgan Stanley EAFE(Registered) Index Portfolio until the
Portfolio's total assets reach $100 million, or until November 8, 2000,
whichever comes first. After such date, MetLife will continue to pay all
Expenses in excess of .40% of the Portfolio's average net assets until the
Portfolio's total assets reach $200 million, or until April 30, 2001,
whichever comes first. The "Other Expenses Before Reimbursement"
information for this Portfolio assumes no reduction of expenses of any
kind. The "Other Expenses After Reimbursement" for this Portfolio reflects
our estimate of the effect of the combined reimbursement expected for the
entire current year. The effect of such reimbursements is that performance
results are increased.
(11) MetLife Mid Cap Stock Index and State Street Research Aurora Small Cap
Value Portfolios began operating on July 5, 2000. Putnam Large Cap Growth
Portfolio began operating on May 1, 2000. We will pay all Expenses in
excess of .20% of the average net assets for each of these Portfolios
until each Portfolio's total assets reach $100 million, or until July 4,
2002, whichever comes first. The expense information shows estimates for
first year Expenses.
(12) New England Investment Management, Inc. ("NEIM") pays us for providing
administrative services. You do not bear these fees. NEIM absorbs the fees
payable to MetLife.
(13) NEIM pays all expenses other than brokerage costs, interest, taxes or
other extraordinary expenses, in excess of 1.00% of the average net assets
for this Portfolio. The Portfolio's management fee decreases when its
assets grow to certain dollar amounts. The "break-point" dollar amounts at
which the management fee declines are more fully explained in the
prospectus and Statement of Additional Information for the Zenith Fund.
8
<PAGE>
[GRAPHIC OMITTED]
METLIFE
Metropolitan Life Insurance Company ("MetLife") is a wholly-owned subsidiary of
MetLife, Inc., a publicly traded company. Our main office is located at One
Madison Avenue, New York, New York 10010. MetLife was formed under the laws of
New York State in 1868. Headquartered in New York City, we are a leading
provider of insurance and financial services to a broad spectrum of individual
and group customers. MetLife had $429 billion of assets under management as of
March 31, 2000. This includes assets managed by the Nvest Companies. MetLife has
agreed to sell its interests in these companies. MetLife provides individual
insurance and investment products to approximately 9 million households in the
United States and companies and institutions with 33 million employees and
members.
METROPOLITAN LIFE SEPARATE ACCOUNT E
We established Metropolitan Life Separate Account E on September 27, 1983. The
purpose of the Separate Account is to hold the variable assets that underlie the
Income Annuity and some other variable annuity contracts we issue. We have
registered the Separate Account with the Securities and Exchange Commission as a
unit investment trust under the Investment Company Act of 1940 (the "1940 Act").
The Separate Account's assets are solely for the benefit of those who invest in
the Separate Account and no one else, including our creditors. We are obligated
to pay all money we owe under the Income Annuity even if that amount exceeds the
assets in the Separate Account. The assets of the Separate Account are held in
our name on behalf of the Separate Account and legally belong to us. All the
income, gains, and losses (realized or unrealized) resulting from these assets
are credited to or charged against the contracts issued from this Separate
Account without regard to our other business.
9
<PAGE>
[GRAPHIC OMITTED]
THE INCOME ANNUITY
HOW THE INCOME ANNUITY DIFFERS FROM OTHER IMMEDIATE ANNUITIES
Immediate annuities generally come in two varieties, fixed or variable. The
Income Annuity does not fall squarely in either of these traditional categories.
A fixed annuity provides guaranteed payments based on a fixed rate of return
that typically reflects market interest rates at the time of purchase. The
amount of each payment is fixed for the duration of the annuity. A fixed annuity
provides you with the security of a guaranteed income but does not protect your
income payments from the negative impact of inflation over time.
A variable annuity provides payments which vary based on the net investment
performance of underlying portfolios of stocks and bonds relative to a
benchmark, commonly termed the assumed investment return (AIR). This benchmark
is constant for the duration of the annuity. To the extent that the net
investment performance exceeds the benchmark, income payments go up. Conversely,
if the net investment performance is below the benchmark, income payments go
down. Despite the risk you bear of lower payments, the economic assumption
underlying a typical variable annuity is that over the long term the stock and
bond investment returns will outperform the guaranteed interest rate of a
typical fixed annuity.
If market interest rates at the time a variable annuity is purchased exceed the
stated AIR, then the payments under a fixed annuity generally will be greater
than the initial variable payment under the variable annuity. There are two
reasons for the higher fixed annuity payment. First, higher interest rates yield
higher income payments. Second, a variable annuity typically assumes a
relatively low AIR which increases the likelihood of rising income payments over
time. Even though the initial payment under a variable annuity may be lower than
a fixed annuity's, variable income payments may increase over time (although
they may decrease as well). Therefore, variable annuities provide potential
protection against inflation.
The Income Annuity described in this prospectus contains features of both fixed
and variable immediate annuities, but also has key differences:
o The initial variable income payment under the Income Annuity is comparable
to that provided by a fixed annuity, because it uses a benchmark interest
rate (the specified interest rate) that reflects market interest rates.
Subsequent income payments vary based on net investment performance
relative to the benchmark interest rate and the impact of changes to the
benchmark interest rate.
[GRAPHIC OMITTED]
10
<PAGE>
o Unlike a traditional variable annuity, which has a constant benchmark rate
(the AIR) and a variable investment component, the Income Annuity has both
a variable benchmark interest rate and variable investment component.
o This Income Annuity is also different from other traditional immediate
annuities because you may move the source of income payments back and
forth between the Fixed Payment Option and the investment divisions. This
feature allows you to select an asset allocation based on your risk
tolerance and adjust it over time with periodic rebalancing. Other
variable annuities typically restrict the reallocation of the source of
income payments from their fixed option.
The Income Annuity has both fixed and variable options. The Fixed Payment
Option works like a fixed annuity. If you want the security of a
guaranteed income you may allocate a portion or all of your income
payments to the Fixed Payment Option. You may also have a portion or all
of your income payment allocated to the variable investment divisions.
PRODUCT COMPARISON
<TABLE>
<CAPTION>
FEATURE TRADITIONAL FIXED TRADITIONAL VARIABLE METLIFE INCOME
ANNUITY ANNUITY SECURITY PLAN
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Return Fixed Constant - Assumed Varies - specified
Assumption Investment Return interest rate (based on
(AIR) market interest rates)
--------------------------------------------------------------------------------------------------------
Who Bears Risk
Investment Not applicable You You
Performance
Interest Rate Issuer Not applicable You
--------------------------------------------------------------------------------------------------------
Amount of Initial Based on market Generally, less than a Based on specified
Payment interest rates fixed annuity interest rate (based on
market interest rates)
--------------------------------------------------------------------------------------------------------
Subsequent Fixed-guaranteed Varies - based on net Varies - based on net
Income investment investment performance
Payments performance relative to the prior specified
relative to AIR interest rate and impact
of change in the specified
interest rate
--------------------------------------------------------------------------------------------------------
Transfers between Not applicable Limited or Prohibited Permitted
funding options
(including Fixed
Payment Option)
--------------------------------------------------------------------------------------------------------
Asset Allocation and Not applicable Generally, limited to Full capability
Rebalancing variable options
</TABLE>
[GRAPHIC OMITTED]
11
<PAGE>
[GRAHPIC OMITTED]
The group Income Annuity described in this Prospectus is offered to an employer,
association, trust or other group for its employees, members or participants.
FEATURES OF THE INCOME ANNUITY
This Income Annuity can provide you with a stream of payments to meet your
anticipated income needs. This can be payments for your lifetime, for the
lifetimes of two people or over a specified period. It is a "variable" annuity
because the amount of your income payment varies based on the changes in the
adjustment factor, which is based on net investment returns and changes in
interest rates. In short, the amount of each of your income payments under your
Income Annuity may go up or down. Since neither investment performance nor
interest rates are guaranteed, your money is at risk. The degree of risk will
depend on the investment divisions you select and changes in the specified
interest rate. We do not guarantee that your income payments will be a specific
amount of money.
The Income Annuity has a fixed option called the "Fixed Payment Option." You may
choose to have all or a portion of the income payment fixed and guaranteed under
the Fixed Payment Option. Under the Fixed Payment Option, we guarantee the
amount of the income payment to you which is attributable to the percentage you
allocate to the Fixed Payment Option. The Fixed Payment Option is not described
in this Prospectus although we occasionally refer to it. You decide how to
allocate your money among the Fixed Payment Option and the investment divisions.
With the Income Annuity, you must start receiving income payments within the
first year after the contract is issued. The Income Annuity may not be available
in certain states.
In addition to the group non-qualified contract, you may also use lump sum
rollovers or transfers from tax-favored arrangements to purchase the Income
Annuity if all applicable Federal income tax requirements are satisfied.
If your retirement plan has purchased an Income Annuity, your choice of income
types may be subject to the terms of the plan. We may rely on your employer's or
plan administrator's statements to us as to the terms of the plan or your
entitlement to any payments. We will not be responsible for interpreting the
terms of your plan. You should review your plan document to see how you may be
affected.
You select the income type suited to your needs. Some of the income types
guarantee an income stream for your lifetime; others guarantee an income stream
for both your lifetime, as well as the lifetime of another person (such as a
spouse). Some income types guarantee a time period of your choice over which
MetLife will make income payments to you. The amount of your income payments you
receive will depend on such things as the income type you choose, your
investment choices and the amount of your purchase payment.
12
<PAGE>
YOUR INVESTMENT CHOICES
The Metropolitan Fund, the Zenith Fund and each of their Portfolios are more
fully described in their respective prospectuses and SAIs. The Metropolitan Fund
and the Zenith Fund prospectuses are attached at the end of this Prospectus. You
should read these prospectuses carefully before making purchase payments to the
investment divisions. The SAIs are available upon your request.
Starting with the most conservative Portfolio, your investment choices are
listed in the approximate risk relationship among the available Portfolios. You
should understand that each Portfolio incurs its own risk which will be
dependent upon the investment decisions made by the respective Portfolio's
investment manager. Furthermore, the name of a Portfolio may not be indicative
of all the investments held by the Portfolio. The list is intended to be a
guide. Please consult the appropriate Fund prospectus for more information
regarding the investment objectives and investment practices of each Portfolio.
Since your income payments are subject to the risks associated with investing in
stocks and bonds, your variable income payments based on amounts allocated to
the investment divisions may go down as well as up.
LEHMAN BROTHERS(REGISTERED) AGGREGATE BOND INDEX PORTFOLIO
STATE STREET RESEARCH INCOME PORTFOLIO
STATE STREET RESEARCH DIVERSIFIED PORTFOLIO
METLIFE STOCK INDEX PORTFOLIO
HARRIS OAKMARK LARGE CAP VALUE PORTFOLIO
T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO
STATE STREET RESEARCH GROWTH PORTFOLIO
DAVIS VENTURE VALUE PORTFOLIO
PUTNAM LARGE CAP GROWTH PORTFOLIO
METLIFE MID CAP STOCK INDEX PORTFOLIO [GRAPHIC OMITTED]
NEUBERGER BERMAN PARTNERS MID CAP VALUE PORTFOLIO
JANUS MID CAP PORTFOLIO
STATE STREET RESEARCH AGGRESSIVE GROWTH PORTFOLIO
LOOMIS SAYLES HIGH YIELD BOND PORTFOLIO
RUSSELL 2000(REGISTERED) INDEX PORTFOLIO
T. ROWE PRICE SMALL CAP GROWTH PORTFOLIO
LOOMIS SAYLES SMALL CAP PORTFOLIO
STATE STREET RESEARCH AURORA SMALL CAP VALUE PORTFOLIO
SCUDDER GLOBAL EQUITY PORTFOLIO
MORGAN STANLEY EAFE(REGISTERED) INDEX PORTFOLIO
PUTNAM INTERNATIONAL STOCK PORTFOLIO
The degree of investment risk you assume will depend on the investment divisions
you choose. We have listed your choices in the approximate order of risk from
the most conservative to the most aggressive.
The investment divisions generally offer the opportunity for greater income
payments to you over the long term than our guaranteed Fixed Payment Option. On
the other hand, income payments to you will fluctuate for amounts allocated to
the investment divisions and may go down as well as up.
While the investment divisions and their comparably named Portfolios may have
names, investment objectives and management which are identical or similar to
publicly available mutual funds, these investment divisions and Portfolios are
not those mutual funds. The Portfolios most likely will not have the same
performance experience as any publicly available mutual fund.
13
<PAGE>
Some of the investment choices may not be available under the terms of the
Income Annuity. The contract will indicate the investment divisions that are
available to you. Your investment choices may be limited because:
o Some of the investment divisions are not approved in your state.
o Your employer, association or other group contract holder limits the
number of available investment divisions.
o We have restricted the available investment divisions.
The investment divisions buy and sell shares of corresponding mutual fund
portfolios. These Portfolios, which are part of either the Metropolitan Fund or
the Zenith Fund, invest in stocks, bonds and other investments. All dividends
declared by the Portfolios are earned by the Separate Account and reinvested.
Therefore, no dividends are distributed to you under the Income Annuity. You pay
no transaction expenses (i.e., front-end or back-end sales load charges) as a
result of the Separate Account's purchase or sale of these mutual fund shares.
The Portfolios of the Metropolitan Fund and the Zenith Fund are available only
by purchasing annuities and life insurance policies from MetLife or certain of
its affiliated insurance companies and are never sold directly to the public.
The Metropolitan Fund and the Zenith Fund are both a "series" type fund
registered with the Securities and Exchange Commission as an "open-end
management investment company" under the 1940 Act. A "series" fund means that
each Portfolio is one of several available through the fund. Except for the
Janus Mid Cap Portfolio, each Portfolio is "diversified" under the 1940 Act.
The Portfolios of the Metropolitan Fund pay us a monthly fee for our services as
investment manager. The Zenith Fund pays New England Investment Management, Inc.
("NEIM") a monthly fee as its investment manager. These fees, as well as the
operating expenses paid by each Portfolio, are described in the applicable
prospectus and SAI for the Metropolitan Fund or Zenith Fund.
In addition, the Metropolitan Fund and Zenith Fund prospectuses each discuss
other separate accounts of MetLife and its affiliated insurance companies that
invest in the Metropolitan Fund or the Zenith Fund. The risks of these
arrangements are also discussed in each Fund's prospectus.
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<PAGE>
INCOME TYPES
Currently, we provide you with a wide variety of income types to suit a range of
personal preferences.
There may be three people who are involved under your Income Annuity:
o Owner: the person or entity which has all rights under the Income Annuity
including the right to direct who receives the income payment.
o Annuitant: the person or persons whose life is the measure for determining
the duration and sometimes the dollar amount of the income payments.
o Beneficiary: the person or persons who receive continuing income payments
or a lump sum if the owner dies.
The amount of your income payments will depend in large part on the income type
you choose. For example, if you select a "Lifetime Income Annuity for Two," your
income payments will typically be lower than if you select a "Lifetime Income
Annuity." The terms of your contract will determine when your income payments
start and the frequency with which you will receive your income payments. When
you select an income type, it will apply to both the fixed payments and variable
income payments. We reserve the right to limit or stop issuing any of the income
types currently available based on legal requirements or other considerations.
The following income types are available:
LIFETIME INCOME ANNUITY: A variable income that is paid as long as the annuitant
is living. No income payments are made once the annuitant is no longer living.
LIFETIME INCOME ANNUITY WITH A GUARANTEE PERIOD: A variable income that
continues as long as the annuitant is living but is guaranteed to be paid for a
number of years. If the annuitant dies before all of the guaranteed income
payments have been made, income payments are made to the owner of the annuity
(or the beneficiary, if the owner dies during the guarantee period) until the
end of the guarantee period. No income payments are made once the guarantee
period has expired and the annuitant is no longer living.
INCOME ANNUITY FOR A SPECIFIED PERIOD OR LIFETIME (WHICHEVER IS SHORTER): A
variable income that continues as long as the annuitant lives up to a designated
number of years. No income payments are made once the annuitant is no longer
living or the specified period has elapsed.
LIFETIME INCOME ANNUITY FOR TWO: A variable income continues as long as either
of the two annuitants is living. After one annuitant dies, payments continue to
be made as long as the other annuitant is living. In that event,
Many times the Owner and the Annuitant are the same person.
You may choose the frequency of your income payments. For example, you may
receive your payments on a monthly, quarterly, semiannual or annual basis.
[GRAPHIC OMITTED]
When deciding how to receive income payments, consider:
o The amount of income you need;
o The amount you expect to receive from other sources;
o The growth potential of other investments; and
o How long you would like your income to last.
15
<PAGE>
the income payments may be the same as those made while both annuitants were
living or may be a smaller percentage that is selected when the annuity is
purchased. No income payments are made once both annuitants are no longer
living.
LIFETIME INCOME ANNUITY FOR TWO WITH A GUARANTEE PERIOD: A variable income that
continues as long as either of the two annuitants is living but is guaranteed to
be paid (unreduced by any percentage selected) for a number of years. If both
annuitants die before all of the guaranteed income payments have been made,
income payments are made to the owner of the annuity (or the beneficiary, if the
owner dies during the guarantee period) until the end of the guarantee period.
If one annuitant dies after the guarantee period has expired, income payments
continue to be made to the living annuitant. In that event, income payments may
be the same as those made while both annuitants were living or may be a smaller
percentage that is selected when the annuity is purchased. No income payments
are made once the guarantee period has expired and both annuitants are no longer
living.
INCOME ANNUITY FOR A GUARANTEE PERIOD: A variable income that continues for a
guaranteed period of 5 to 30 years. As an administrative practice, we will
consider factors such as your age and life expectancy in determining whether to
issue a contract with this income type. If the annuitant dies before all income
payments have been made, income payments are paid to the owner of the annuity
(or the beneficiary, if the owner dies during the guarantee period) until the
end of the guarantee period. No income payments are made once the guarantee
period has expired.
DEATH BENEFIT
Your Income Annuity may provide you a death benefit in the event of your death
before you start receiving income payments. Your contract states whether a death
benefit is provided. If you die before income payments begin, the owner or any
beneficiaries will receive the full amount of your purchase payment in a lump
sum once we receive satisfactory proof of your death. The death benefit is not
affected by the changes in the adjustment factor. The fee you pay for this death
benefit is described later in this Prospectus.
PURCHASE OF AN INCOME ANNUITY
We offer the Income Annuity only in states in which we have obtained approval.
Approval may not be needed in all states. You must purchase an Income Annuity
with one purchase payment of at least $25,000.
[GRAPHIC OMITTED]
16
<PAGE>
CALCULATING YOUR INCOME PAYMENTS
The variable income payments you receive are calculated based on the investment
factor for each investment division you select and the interest factor. We
reflect the combined impact of these two factors in the adjustment factor. How
much your variable income payment will change from one payment to the next
payment and whether the income payment goes up or down depends on the adjustment
factor calculated for each of the investment divisions. For each income payment,
we determine an adjustment factor (a number) for each investment division which
you have selected. The amount of your income payment goes up from your last
income payment when the adjustment factor is more than one; the amount of your
income payments goes down when the adjustment factor is less than one. You can
verify the amount of your current income payment by multiplying your last
calculated income payment by the current adjustment factor.
INITIAL INCOME PAYMENT
The initial income payment for an investment division is a hypothetical amount
which is calculated based upon the current annuity purchase rate. Before we
determine your initial income payment, we reduce the purchase payment by the
death benefit fee and, if applicable, the sales load charge and premium taxes.
This hypothetical amount will be the first income payment you will receive only
if your first income payment is payable within 10 days after we issue the Income
Annuity. If your first income payment is payable more than 10 days after the
contract's issue date, the amount of the first income payment you receive will
be different from the initial income payment calculated at issue. In this case,
the amount of your first income payment will be calculated using the method
described in the next section (Subsequent Income Payments).
SUBSEQUENT INCOME PAYMENTS
Subsequent income payments depend on the net investment performance of the
investment divisions you choose and changes in the specified interest rate. The
impact of these market factors are reflected in an adjustment factor that is
calculated for each investment division. Whether your income payment increases
or decreases will depend upon the adjustment factor calculated for each
investment division you choose.
Subsequent income payments are calculated on each valuation date by multiplying
the income payment for an investment division on the last valuation date by the
adjustment factor for that investment division. If you choose more than one
investment division, your income payment will be the sum of the income payments
from each investment division.
[GRAPHIC OMITTED]
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<PAGE>
The adjustment factor has two components: the investment factor and the interest
factor.
ADJUSTMENT FACTOR
The adjustment factor used to calculate your income payments has two components:
the investment factor and the interest factor. We compute a number for each of
these factors and multiply these numbers together to produce an adjustment
factor for each investment division on each valuation date. Generally, to the
extent that the net investment performance exceeds the specified interest rate,
the investment factor will tend to increase your income payment. Similarly, when
there is an increase in the specified interest rate relative to the prior
period's specified interest rate, the interest factor will tend to increase your
income payments. However, the investment factor and interest factor may have
opposite impacts which will cause the components that comprise the adjustment
factor to offset each other. Following is a more in depth discussion of these
factors.
INVESTMENT FACTOR
The investment factor reflects an investment division's net investment
performance as compared to the specified interest rate effective on the prior
valuation date. Setting aside the impact of the interest factor, if an
investment division's annualized net investment performance is more than the
specified interest rate on the prior valuation date, this increases your income
payment. In this case, the investment factor will have a value more than one.
Conversely, setting aside the impact of the interest factor, if an investment
division's annualized net investment performance is less than the specified
interest rate on the prior valuation date, this decreases your income payment.
In this case, the investment factor will have a value less than one.
To summarize:
IF AN INVESTMENT DIVISION'S THEN THE INVESTMENT VALUE OF THE INVESTMENT
ANNUALIZED NET INVESTMENT FACTOR (ASSUMING THE FACTOR IS
PERFORMANCE IS INTEREST FACTOR IS 1)
More than the prior Increases your income More than 1
specified interest rate payment
Equal to the prior specified Keeps your income Equal to 1
interest rate payment the same
Less than the prior Decreases your income Less than 1
specified interest rate payment
DETERMINING THE INVESTMENT FACTOR
We separately determine the investment factor for each investment division you
choose on each valuation date.
The investment factor for an investment division is based upon the net
investment performance for that division. This is how we calculate the
[GRAPHIC OMITTED]
18
<PAGE>
investment factor for each investment division.
o First, we determine the change in the investment performance (reflecting
any investment-related charge) for the underlying Portfolio from the
previous valuation date to the current valuation date;
o Next, we subtract the daily equivalent of the Separate Account charge for
each day since the last valuation date. This number is the net investment
performance for the investment division.
o Then, we multiply by an adjustment based on the specified interest rate in
effect on the last valuation date for each day since that last valuation
date. This number is the investment factor for the current valuation date.
INTEREST FACTOR
The interest factor reflects the impact of changes in the value of the specified
interest rate from the prior valuation date to the current valuation date.
Setting aside the impact of the investment factor, if the specified interest
rate increases from the prior valuation date to the current valuation date, this
increases your income payment. In this case, the value of the interest factor is
more than one. Again, setting aside the impact of the investment factor, if the
specified interest rate decreases from the prior valuation date to the current
valuation date, this decreases your income payment. In this case, the value of
the interest factor is less than one.
To summarize:
THEN THE INTEREST FACTOR
IF THE CURRENT SPECIFIED (ASSUMING THE INVESTMENT VALUE OF THE
INTEREST RATE IS FACTOR IS 1) INTEREST FACTOR IS
More than the prior Increases your income More than 1
specified interest rate payment
The same as the prior Keeps your income Equal to 1
specified interest rate payment the same
Less than the prior Decreases your income Less than 1
specified interest rate payment
DETERMINING THE INTEREST FACTOR
o First, we determine the annuity purchase rate based on the specified
interest rate in effect as of the prior valuation date. This annuity
purchase rate is updated to reflect your age, where relevant, and future
income payments.
o Next, we perform the same calculation to determine a new annuity purchase
rate based on the specified interest rate updated to the current valuation
date for all future income payments.
The interest factor changes based on fluctuations in the specified interest
rate.
Each investment division has a different investment factor. The interest factor
is the same for all investment divisions.
[GRAPHIC OMITTED]
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<PAGE>
When the adjustment factor is more than one, your income payment will increase.
When the adjustment factor is less than one, your income payment will decrease.
If you chose more than one investment division, your new variable income payment
is the sum of the amounts determined for each investment division.
[GRAPHIC OMITTED]
o Then, we divide the annuity purchase rate we calculated in the first step
by the annuity purchase rate we calculated in the second step. The
resulting number is the interest factor for the current valuation date.
THE EFFECT OF THE ADJUSTMENT FACTOR
Whether your income payment will increase or decrease depends on how the
investment factor and the interest factor work together. If each of them is more
than one, your income payment will increase. If each of them is less than one,
your income payment will decrease. If one of them has an increasing effect and
the other has a decreasing effect, whether your income payment will increase or
decrease will depend on which factor has the bigger impact.
To determine how the investment factor and the interest factor work together to
impact your income payment, we multiply them to produce the adjustment factor.
When the adjustment factor is more than one, your income payment will increase.
When the adjustment factor is less than one, your income payment will decrease.
To summarize:
IF THE ADJUSTMENT FACTOR IS : YOUR INCOME PAYMENT WILL :
More than 1 Increase
Equal to 1 Stay the same
Less than 1 Decrease
EXAMPLES OF INCOME PAYMENT CALCULATIONS
Below are some examples of the income payment calculation for an investment
division reflecting the combined effect of the interest factor and investment
factor.
<TABLE>
<CAPTION>
INTEREST INVESTMENT ADJUSTMENT PRIOR INCOME CURRENT INCOME
FACTOR FACTOR FACTOR PAYMENT PAYMENT
<S> <C> <C> <C> <C>
1.01000[UP ARROW] x [UP ARROW]1.00225 = [UP ARROW]1.01227 x $500.00 = $506.14[UP ARROW]
1.00553[UP ARROW] x [DOWN ARROW]O.99857 = [UP ARROW]1.00409 x $506.14 = $508.21[UP ARROW]
O.98800[DOWN ARROW] x [UP ARROW]1.01105 = [DOWN ARROW]0.99892 x $508.21 = $507.66[DOWN ARROW]
O.99937[DOWN ARROW] x [DOWN ARROW]O.98788 = [DOWN ARROW]0.98726 x $507.66 = $501.19[DOWN ARROW]
</TABLE>
REALLOCATIONS
You can reallocate among investment divisions and the Fixed Payment Option.
There is no charge to make a reallocation. Your request for a reallocation tells
us to move, in accordance with your instructions, the
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underlying assets we have designated to generate your income payments.
For us to process a reallocation, you must tell us:
o For each investment division (or Fixed Payment Option), the percentage
reduction (not dollar amount) in your current allocation necessary to
achieve the new allocation you want for future income payments; and
o The investment divisions (or Fixed Payment Option) to which you want to
increase the allocation and the percentage of the total reallocation
amount by which you want to increase them.
We may require that you use our forms to make reallocations.
You generally may make a reallocation on any business day. At a future date we
may limit the number of reallocations you make, but never to fewer than one a
month. If we do so, we will give you advance written notice. We may limit a
beneficiary's ability to make a reallocation.
Each Fund may restrict or refuse purchases or redemption of shares in their
Portfolios as a result of certain market timing activities. You should read the
Fund prospectuses for more details.
Ordinarily, your reallocation request must be completed prior to 4:00 p.m.
Eastern time on a business day if you want the transaction to take place on that
day. All other reallocation requests will be processed the next business day.
When you request a reallocation, we first update the adjustment factor as of the
date of the reallocation and determine what the income payment amount would have
been if we were to pay it within 10 days. We then determine the revised
allocation of future income payments based on the percentages you selected.
Thus, if your most recent income payment attributable to an investment division
was $100, the revised income payment as of the date of reallocation is $95, and
you asked us to move 30% from that investment division, we would reallocate
$28.50 (not $30.00). This would leave an income payment of $66.50 in that
investment division as of the reallocation date. When we calculate the next
income payment, we would determine the new income payment amount based on net
investment performance and specified interest rate change from the reallocation
date to the next valuation date.
Here are examples of the effect of a reallocation on the income payment:
o Suppose you choose to reallocate 30% of your income payment supported by
investment division A to the Fixed Payment Option and the recalculated
income payment supported by investment division A is $100. Then, your
income payment from the Fixed Payment Option will be increased by $30 and
your income payment supported by investment division A will be decreased
by $30.
[GRAPHIC OMITTED]
The effective date of a reallocation is also a valuation date. Although a
reallocation triggers a valuation date, each income payment we pay to you is
calculated on a valuation date which is 10 days before your income payment is to
be paid.
The prior income payment may be an amount calculated when you requested a
reallocation, so it may not be an amount that we paid to you.
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o Suppose you choose to reallocate 30% of your fixed payment to a variable
income payment supported by investment division A and the fixed payment is
$100. Then, your income payment supported by investment division A will be
increased by $30 and your fixed payment will be decreased by $30.
o Suppose you choose to reallocate 30% of your income payment supported by
investment division A to investment division B and the recalculated income
payment supported by investment division A is $100. Then, your income
payment supported by investment division B will be increased by $30 and
your income payment supported by investment division A will be decreased
by $30.
DEATH BENEFIT FEE
The death benefit fee is a one time charge deducted from your purchase payment.
Your contract will state the amount of the death benefit fee to be taken from
your purchase payment to pay us for the cost of providing a death benefit in the
event of your death (or in the event of your death or the death of the second
annuitant where an income annuity for two is chosen) before you start receiving
income payments. The amount of the death benefit fee depends on the length of
time until you start receiving your income payments and your age, sex and
purchase payment amount.
CHARGES
There are two types of recurring charges you pay if you allocate any of your
purchase payment to the investment divisions:
o Separate Account charge; and
o Investment-related charge.
SEPARATE ACCOUNT CHARGE
Currently, the Separate Account charge is no more than .95% annually of the
average value of the amount you have in the investment divisions. However,
pursuant to the terms of the Income Annuity, this Separate Account charge may
range up to 1.25% of the average value of amounts in the investment divisions.
We will give you advance notice if we increase the Separate Account charge. This
charge includes insurance-related charges for the risk that you may live longer
than we estimated. Then we would be obligated to pay you more in income payments
than anticipated. The charge also includes the risk that our expenses in
administering the Income Annuity will be greater than we estimated. The Separate
Account charge also pays us for our distribution costs and our miscellaneous
administrative costs. These administrative costs which we incur include
financial, actuarial, accounting and legal expenses.
Charges are not deducted directly from your income payment. The charges are
applied when we calculate the investment factor.
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<PAGE>
INVESTMENT-RELATED CHARGE
This charge has two components. The first pays the investment managers for
managing money in the Portfolios. The second consists of Portfolio operating
expenses. The amount you pay depends on the investment divisions you select.
Amounts for each investment division for the previous year are listed in the
Table of Expenses.
PREMIUM TAXES
Some jurisdictions tax what are called "annuity considerations." We deduct money
to pay "premium" taxes (also known as "annuity" taxes) when you make the
purchase payment.
Premium taxes, if applicable, currently range from .5% to 5.0% depending on the
Income Annuity you purchased and your home state or jurisdiction. A chart in the
Appendix shows the jurisdictions where premium taxes are charged and the amount
of these taxes.
FREE LOOK
You may cancel your Income Annuity within a certain time period. This is known
as a "free look." We must receive your request to cancel in writing. The number
of days for this "free look" varies from state to state. The "free look" may
also vary based on other factors such as whether you purchased your Income
Annuity through the mail. Not all contracts issued are subject to free look
provisions under state law. Depending on state law, we may refund all of your
purchase payment as of the date your properly completed refund request is
received at your MetLife Designated Office. If you do not cancel your Income
Annuity during the "free look" period, your decision to purchase the Income
Annuity is irrevocable.
GENERAL INFORMATION
ADMINISTRATION
All transactions will be processed in the manner described below.
PURCHASE PAYMENT
Ordinarily, your purchase payment is sent by check or wire made payable to
"MetLife," to your MetLife Designated Office. (We reserve the right to receive
purchase payments by other means acceptable to us.) We will provide all forms
necessary to apply your purchase payment. We must have all properly completed
documents to credit your purchase payment.
Ordinarily, your purchase payment is effective and valued as of 4:00 p.m.
Eastern time, on the day we receive it in good order at your MetLife
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Generally, your properly completed requests are effective the day we receive
them at your MetLife Designated Office.
[GRAPHIC OMITTED]
Designated Office on days when the office is open (business day), except when it
is received:
o On a day when the net investment performance is not calculated, or
o After 4:00 p.m. Eastern time.
In those cases, the purchase payments will be effective the next day the net
investment performance, as applicable, is calculated.
We reserve the right to credit your purchase payment to you within two days of
receipt at your MetLife Designated Office. However, if the forms are incorrect
or incomplete or other documents are not completed properly, we have up to five
business days to credit the purchase payment. If the problem cannot be resolved
by the fifth business day, we will notify you and give you the reasons for the
delay. At that time, you will be asked whether you agree to let us keep your
money until the problem is resolved. If you do not agree or we cannot reach you
by the fifth business day, your money will be returned.
Under the Income Annuity, your employer or the group in which you are a
participant or member must identify you to us and tell us how your purchase
payment should be allocated among the investment divisions and the Fixed Payment
Option.
CONFIRMING REALLOCATIONS
You will receive a written statement confirming that a reallocation was recently
completed.
PROCESSING REALLOCATIONS
We permit you to request reallocations by mail and telephone. We anticipate
making Internet access available to you in the future. We may suspend or
eliminate telephone or Internet privileges at any time, without prior notice. We
reserve the right not to accept requests for reallocations by facsimile. We
reserve the right to refuse any reallocation request where the request would
tend to disrupt contract administration or is not in the best interest of the
contract holders or the Separate Account.
When you request a reallocation, we will process the reallocation using the next
available valuation date.
BY TELEPHONE OR INTERNET
You may request reallocations and obtain information by telephone between 9 a.m.
and 5 p.m. Eastern Time each business day. In the future, you may be able to
request reallocations and obtain information through Internet access, unless
prohibited by state law.
Ordinarily, your request for reallocations must be completed prior to 4:00 p.m.
Eastern time on a business day if you want the reallocation to be valued and
effective on that day. Reallocations will not be valued and
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<PAGE>
effective on a day the net investment performance is not calculated or after
4:00 p.m. Eastern time. We will value and make effective these reallocations on
our next business day.
We have put into place (or may in the future put into place for Internet
communications) reasonable security procedures to insure that instructions
communicated by telephone are genuine. For example, all telephone calls are
recorded. Also, you will be asked to provide some personal data prior to giving
your instructions over the telephone. When someone contacts us by telephone and
follows our security procedures, we will assume that you are authorizing us to
act upon those instructions. Neither the Separate Account nor MetLife will be
liable for any loss, expense or cost arising out of any requests that we or the
Separate Account reasonably believe to be authentic. In the unlikely event that
you have trouble reaching us, requests should be made in writing to your MetLife
Designated Office.
Response times for telephone or Internet may vary due to a variety of factors,
including volumes, market conditions and performance of the systems. We are not
responsible or liable for:
o any inaccuracy, error, or delay in or omission of any information you
transmit or deliver to us; or
o any loss or damage you may incur because of such inaccuracy, error, delay
or omission, non-performance, or any interruption of information beyond
our control.
AFTER YOUR DEATH
If we are notified of your death before a requested reallocation is completed,
we will cancel the request. For example, we will cancel the reallocation request
and continue making income payments to your beneficiary if your Income Annuity
so provides. Or, depending on your Income Annuity's provisions, we may continue
making income payments to a joint annuitant.
THIRD PARTY REQUESTS
Generally, we only accept requests for reallocations or information from you.
Therefore, we reserve the right not to process reallocations requested on your
behalf by your agent with a power of attorney or any other authorization. This
includes processing reallocations by an agent you designate, through a power of
attorney or other authorization, who has the ability to control the amount and
timing of reallocations for a number of other contract owners, and who
simultaneously makes the same request or series of requests on behalf of other
contract owners.
ADVERTISING PERFORMANCE
We periodically advertise the performance of the investment divisions. You may
get performance information from a variety of sources
25
<PAGE>
All performance numbers are based upon historical information. These numbers are
not intended to indicate future results.
[GRAPHIC OMITTED]
including your quarterly statements, the Internet, annual reports and semiannual
reports.
We may state performance in terms of "yield," "average annual total return," or
some combination of these terms.
YIELD is the net income generated by an investment in a particular investment
division for 30 days or a month. These figures are expressed as percentages.
This percentage yield is compounded semiannually.
ANNUALIZED CHANGE IN VALUE (I.E., AVERAGE ANNUAL TOTAL RETURN) calculations
reflect all Separate Account charges. These figures also assume a steady annual
rate of return.
We may demonstrate hypothetical values of income payments (e.g., beginning with
an initial income payment of $500) over a specified period based on historical
net asset values of the Portfolios and the historical specified interest rates.
These presentations reflect the investment and interest factors and deduction of
the Separate Account charge and investment-related charge. We may assume that
the Income Annuity was in existence prior to its inception date. When we do so,
we calculate performance based on the historical performance of the underlying
Portfolio for the period before the inception date of the Income Annuity and
historical rates for the specified interest rate. We use the actual data after
the inception date.
Historical performance information should not be relied on as a guarantee of
future performance results.
CHANGES TO YOUR INCOME ANNUITY
We have the right to make certain changes to your Income Annuity, but only as
permitted by law. We make changes when we think they would best serve the
interest of annuity owners or would be appropriate in carrying out the purposes
of the Income Annuity. If the law requires, we will also get your approval and
the approval of any appropriate regulatory authorities. Examples of the changes
we may make include:
o To operate the Separate Account in any form permitted by law.
o To take any action necessary to comply with or obtain and continue any
exemptions under the law.
o To transfer any assets in an investment division to another investment
division, or to one or more separate accounts, or to our general account,
or to add, combine or remove investment divisions in the Separate Account.
o To substitute for the Portfolio shares in any investment division, the
shares of another class of the Metropolitan Fund, Zenith Fund or the
shares of another investment company or any other investment permitted by
law.
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<PAGE>
o To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account specified in your contract and any
currently available portfolio in connection with the Income Annuity.
o To make any necessary technical changes in the Income Annuity in order to
conform with any of the above-described actions.
If any changes result in a material change in the underlying investments of an
investment division in which you have made an allocation, we will notify you of
the change. You may then make a new choice of investment divisions. Where
required by law, we will ask your approval before making any technical changes.
VOTING RIGHTS
Based on our current view of applicable law, you have voting interests under
your Income Annuity concerning Metropolitan Fund or Zenith Fund proposals that
are subject to a shareholder vote. Therefore, you are entitled to give us
instructions for the number of shares which are deemed attributable to your
Income Annuity.
We will vote the shares of each of the underlying Portfolios held by the
Separate Account based on instructions we receive from those having a voting
interest in the corresponding investment divisions. However, if the law or the
interpretation of the law changes, we may decide to exercise the right to vote
the Portfolio's shares based on our own judgment.
You will be entitled to give instructions regarding the votes attributable to
your Income Annuity in your sole discretion. Neither the Separate Account nor
MetLife has any duty to inquire as to the instructions received or your
authority to give instructions; thus, as far as the Separate Account, and any
others having voting interests in respect of the Separate Account are concerned,
such instructions are valid and effective.
There are certain circumstances under which we may disregard voting
instructions. However, in this event, a summary of our action and the reasons
for such action will appear in the next semiannual report. If we do not receive
your voting instructions, we will vote your interest in the same proportion as
represented by the votes we receive from other investors. Shares of the
Metropolitan Fund or Zenith Fund that are owned by our general account or by any
of our unregistered separate accounts will be voted in the same proportion as
the aggregate of:
o The shares for which voting instructions are received, and
o The shares that are voted in proportion to such voting instructions.
However, if the law or the interpretation of the law changes, we may decide to
exercise the right to vote the Portfolio's shares based on our judgment.
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WHO SELLS THE INCOME ANNUITY
The Income Annuity is sold through individuals who are our licensed sales
representatives. We are registered with the Securities and Exchange Commission
as a broker-dealer under the Securities Exchange Act of 1934. We are also a
member of the National Association of Securities Dealers, Inc. Income Annuities
are also sold through other registered broker-dealers. They also may be sold
through the mail.
Our licensed sales representatives who sell the Income Annuity may be
compensated for these sales by us. Other broker-dealers are paid a one-time
commission consisting of the front-end sales load deducted from purchase
payments. We remit to the broker-dealer the entire front-end sales load charge.
The broker-dealer's sales commission is 5%. MetLife pays its own distribution
costs from the Separate Account charge.
FINANCIAL STATEMENTS
The financial statements and related notes for the Separate Account and MetLife
are in the SAI and are available from MetLife upon request. Deloitte & Touche,
LLP, who are independant auditors, audit these financial statements.
YOUR SPOUSE'S RIGHTS
If you received your contract through a qualified retirement plan and your plan
is subject to ERISA (the Employee Retirement Income Security Act of 1974) and
you are married, the income payments and payment of the death benefit under your
Income Annuity may be subject to your spouse's rights.
If your benefit is worth $5,000 or less, your plan may provide for distribution
of your entire interest in a lump sum without your spouse's consent.
For details or advice on how the law applies to your circumstances, consult your
tax advisor or attorney.
INCOME TAXES
The following information on taxes is a general discussion of the subject. It is
not intended as tax advice. The Internal Revenue Code ("Code") is complex and
subject to change regularly. Consult your own tax advisor about your
circumstances, any recent tax developments, and the impact of state income
taxation. You are responsible for determining whether your purchase of an Income
Annuity, income payments under the Income Annuity and other transactions under
the contract satisfy applicable tax laws.
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Tax rules vary according to whether the contract is a non-qualified or qualified
contract. We have divided the following tax discussion into these two
categories. The qualified Income Annuity is intended to pay out benefits under a
tax qualified retirement plan or arrangement or to satisfy tax requirements for
a "rollover IRA". You need to know the Code section under which your plan or
arrangement intends to qualify, because different tax sections have different
requirements. For the purposes of this Prospectus, a "qualified" contract
includes Section 403(b)("TSAs"), Section 457(b) (state and local government
plans and tax-exempt organizations), Section 401(a) ("corporate and Keogh
plans"), Section 403(a) annuity plans, Traditional IRAs (including contracts
issued under a Simplified Employee Pension or "SEP") and SIMPLE IRAs.
We do not expect to incur Federal, state or local income taxes on the earnings
or realize capital gains attributable to the Separate Account. However, if we do
incur such taxes in the future, we reserve the right to charge amounts allocated
to the Separate Account for these taxes.
GENERAL TAX INFORMATION FOR ALL INCOME ANNUITIES
INCOME PAYMENTS
When income payments are made from your Income Annuity (whether to you or your
beneficiary), some or all of the payments will be included in your taxable
income. The amount treated as taxable income differs depending on the type of:
o annuity you purchase (e.g., non-qualified or qualified), and
o income type you elect.
INCOME PAYMENTS BEFORE AGE 59 1/2
If you receive income payments from your Income Annuity before you reach age
59 1/2, this amount may be subject to a 10% penalty tax, in addition to ordinary
income taxes. The penalty tax under SIMPLE IRAs is generally increased from 10%
to 25% for income payments made within the first two years of an employee's
participation in an employer's SIMPLE IRA plan.
Some distributions prior to age 59 1/2 are exempt from the penalty. Some of
these exceptions include amounts received:
o For non-qualified income annuities providing a series of substantially
equal periodic payments made annually (or more frequently) over the
payment period;
o For both non-qualified and qualified income annuities as part of a series
of substantially equal payments made annually (or more
Because of the potential penalty tax, it may not be suitable for you to purchase
an Income Annuity if you plan on receiving income payments before you reach age
59 1/2.
[GRAPHIC OMITTED]
29
<PAGE>
frequently) for your life or life expectancy or for the joint lives or
joint life expectancies of you and your designated beneficiary. You
must also be separated from the service of your employer at the time
you receive the income payments under TSAs, Section 403(a) annuity
plans, and corporate and Keogh plans.
It is unclear whether the income payments under the Income Annuity satisfy an
exception to the penalty tax. Accordingly, if you have not reached age 59 1/2,
you should consult a tax advisor prior to purchasing the Income Annuity.
NON-QUALIFIED ANNUITIES
o A purchase payment for a non-qualified contract is on an "after-tax"
basis, so you pay income taxes on income payments only on your earnings
under the contract. Generally, these earnings are taxed when received from
the contract.
o The Income Annuity may accept as a purchase payment an after-tax
contribution, a Section 1035 tax-free exchange or any other tax-free
transfer permitted under the Federal tax laws. It may also be used to
annuitize one of our existing annuity contracts.
o When a non-natural person owns a non-qualified contract, the Income
Annuity will generally not be treated as an annuity for tax purposes and
gains under the contract will be subject to immediate taxation as ordinary
income. Corporations and certain other entities are generally considered
non-natural persons. However, an Income Annuity owned by a non-natural
person as agent for an individual will be treated as an annuity for tax
purposes. There is also an exception for some types of immediate annuities
owned by non-natural persons. It is not certain whether this Income
Annuity meets this exception. Accordingly, such entities should consult
their tax advisor prior to the purchase of the Income Annuity.
o In some circumstances, annuities issued after October 21, 1988 by the same
insurance company (or an affiliate) in the same year are combined for
certain tax purposes. As a result, a greater portion of your income
payments may be considered taxable income than you would otherwise expect.
DIVERSIFICATION
In order for a non-qualified contract to be considered an annuity contract for
Federal income tax purposes, we must comply with certain diversification
standards with respect to the investments underlying the contract. We believe
that we satisfy and will continue to satisfy these diversification standards.
Inadvertent failure to meet these standards may be correctable. Failure to meet
these standards would result in immediate
After-tax means that your purchase payments for your annuity do not reduce your
taxable income or give you a tax deduction.
[GRAPHIC OMITTED]
30
<PAGE>
taxation to contract holders of gains under their contract.
CHANGES TO TAX RULES AND INTERPRETATIONS
Changes in applicable tax rules and interpretations can adversely affect the tax
treatment of the Income Annuity. These changes may take effect retroactively.
Examples of changes that could create adverse tax consequences include:
o Possible taxation of reallocations between investment divisions and
between an investment division and the Fixed Payment Option.
o Possible taxation as if you were the owner of your portion of the Separate
Account's assets.
o Possible limits on the number of investment divisions available or the
frequency of reallocations among them.
INCOME PAYMENTS
Income payments are subject to an "excludable amount" which determines how much
of each payment is treated as:
o A non-taxable return of your purchase payment; and
o A taxable payment of earnings.
The Internal Revenue Service (the "IRS") has not specifically approved the use
of a method to calculate an excludable amount with respect to a variable income
annuity where reallocations are permitted between investment divisions or
between an investment division and the Fixed Payment Option.
We generally will tell you how much of each income payment is a non-taxable
return of your purchase payment. However, it is possible that the IRS could
conclude that the taxable portion of income payments under a non-qualified
contract is an amount greater (or less) than the taxable amount determined by us
and reported by us to you and the IRS. Generally, once the total amount treated
as a non-taxable return of your purchase payment equals your purchase payment
(reduced by any refund or guarantee feature as required under Federal tax law),
then all remaining payments are fully taxable. We will withhold a portion of the
taxable amount of your income payment for income taxes, unless you elect
otherwise. The amount we withhold is determined by the Code.
AFTER DEATH
If you (the owner or any annuitant) die before payments under the Income Annuity
begin, we must make payment of your entire interest in the contract within five
years of the date of your death.
If you die on or after the date that income payments begin, payments
[GRAPHIC OMITTED]
31
<PAGE>
must continue to be made at least as rapidly as before your death in accordance
with the income type selected.
If you die after income payments begin but before your purchase payment is
returned, the unreturned amount may be deductible on your final income tax
return or excluded from income by your beneficiary if income payments continue
after your death.
QUALIFIED ANNUITIES
GENERAL
This Income Annuity is intended to accept a single purchase payment from your
employer's plan, or a tax-free transfer or rollover from your employer's plan or
from another plan permitted under the Code. This type of purchase payment is
generally not subject to the annual limits on purchase payments which otherwise
apply to contributions under these types of plans. Generally, income payments
must commence prior to the date that you must begin receiving distributions from
the qualified plan. Under certain circumstances, however, we may also accept the
purchase payment after that date.
Generally, your qualified Income Annuity can accept deductible (or pre-tax) and
non-deductible (after-tax) purchase payments. Deductible or pre-tax purchase
payments will be taxable when distributed from the contract.
o Your annuity is generally not forfeitable (e.g., not subject to claims of
your creditors) and you may not transfer it to someone else.
We are not responsible for determining if your employer's plan or arrangement
satisfies the requirements of the Code and/or ERISA.
INCOME PAYMENTS
Income payments are included in taxable income except for the portion that
represents a return of non-deductible purchase payments. This portion is
determined based on a ratio of the non-deductible purchase payment to the total
value of your plan benefit or account balance. In some cases (e.g., IRAs and
TSAs), plan benefits or account balances may be aggregated.
We will withhold a portion of the taxable amount of your income payment for
income taxes, unless you elect otherwise. The amount we withhold is determined
by the Code.
MINIMUM DISTRIBUTION REQUIREMENTS
o For Traditional and Simple IRAs and SEPs, you must begin receiving
distributions by April 1st of the calendar year following the year in
which you turn 70 1/2. For plans or arrangements other than IRAs or SEPs
[GRAPHIC OMITTED]
32
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(e.g., TSAs, Section 403(a) annuity plans, and corporate and Keogh plans),
you must generally begin receiving distributions by April 1st of the
calendar year following the later of (1) the year in which you reach 70
1/2 or (2) the year in which you retire. Complex rules apply to the
determination of the amount of these distributions. These rules limit the
income payment types available under a qualified contract and the
guaranteed period over which income payments can be made (if such a period
is selected). A tax penalty of 50% applies to distributions which should
have been taken but were not. It is uncertain whether your income payments
under the Income Annuity meet these minimum distribution requirements, and
MetLife is seeking guidance from the IRS. You should consult a tax advisor
prior to purchasing the contract as a Traditional IRA, SEP or SIMPLE IRA
or in connection with TSAs, Section 403(a) annuity plans or corporate and
Keogh plans.
AFTER DEATH
If you (the owner or any annuitant) die before income payments begin, we must
make payment of your entire interest in the contract within five years after
your death.
If you die on or after the first income payment date, income payments must
continue at least as rapidly as under the distribution method in effect at your
death.
ADDITIONAL CONSIDERATIONS FOR CERTAIN QUALIFIED ARRANGEMENTS
SIMPLE IRAS
Once purchase payments are made under the SIMPLE IRA rules, your SIMPLE IRA
generally operates as if it were a Traditional IRA. Additionally, you may not
make a direct transfer or a rollover from a SIMPLE IRA into a Traditional IRA
during the initial two year period in which you participated in the SIMPLE IRA
plan of your employer, nor can you make a direct transfer of or a rollover from
a Traditional IRA into a SIMPLE IRA at any time.
DEFINED BENEFIT PLANS
MetLife has asked the IRS to rule that the tax qualified status of a defined
benefit plan will not be adversely affected by the purchase of the Income
Annuity to distribute benefits under the plan. In addition, we have asked the
IRS for a ruling that the Income Annuity is not a "variable annuity" requiring
an actuarial adjustment to the plan's benefits pursuant to Section 415(b)(2)(B)
of the Code and Rev. Rul. 76-47. We do not know whether the IRS will issue
either of the requested rulings. You should consult a tax advisor prior to
purchasing the Income Annuity for use in connection with a defined benefit plan.
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<PAGE>
MANDATORY 20% WITHHOLDING ON CERTAIN QUALIFIED PLANS AND ARRANGEMENTS
For a qualified Income Annuity issued in connection with TSAs, Section 403(a)
annuity plans, and corporate and Keogh plans, we are required to withhold 20% of
any income payment that constitutes an "eligible rollover distribution" for
Federal income taxes. We are not required to withhold this money if you direct
us, the trustee or the custodian of the plan to directly rollover your eligible
rollover distribution to a Traditional IRA or another eligible retirement plan.
Generally, income payments made on or after the required beginning date (as
previously discussed in "Minimum Distribution Requirements") are not eligible
rollover distributions. Additionally, payments under certain types of income
annuities are not treated as eligible rollover distributions. We or your
qualified plan administrator will notify you if an income payment is an eligible
rollover distribution.
TSAS
Payments generally cannot be made from a TSA prior to age 59 1/2, unless the
participant dies, becomes disabled or separates from service with his or her
employer. Accordingly, if you have not reached age 59 1/2, you should consult a
tax advisor prior to purchasing the Income Annuity.
SECTION 457(b)
Rules similar to the minimum distribution requirements apply to Section 457(b)
plans. Additionally, the Code requires that the payments under such plans must
be non-increasing. For these plans, the required beginning date is generally
April 1st following the later of: (1) the calendar year in which you reach age
70 1/2 or (2) the calendar year in which you retire. It is uncertain whether
income payments from the qualified Income Annuity meet these distribution
requirements. Consequently, you or the plan administrator should consult a tax
advisor prior to purchasing the contract in connection with the payment of plan
benefits.
Income payments made to a plan participant under a Section 457(b) plan are
generally subject to the Federal income tax rules applicable to wages (including
withholding) and not to the rules and withholding election under annuity
contracts.
Generally, an Income Annuity can not be purchased for you until you:
o reach age 70 1/2;
o separate from service; or
o as otherwise provided under the Code and regulations.
[GRAPHIC OMITTED]
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TABLE OF CONTENTS FOR THE STATEMENT
OF ADDITIONAL INFORMATION
PAGE
COVER PAGE ............................................................... 1
TABLE OF CONTENTS ........................................................ 1
INDEPENDENT AUDITORS ..................................................... 2
DISTRIBUTION OF CERTIFICATES AND INTERESTS IN THE
INCOME ANNUITY ..................................................... 2
SAMPLE CALCULATION ILLUSTRATING
HOW THE ADJUSTMENT FACTOR IS DETERMINED AND
APPLIED TO INCOME PAYMENTS ......................................... 4
INVESTMENT MANAGEMENT FEES ............................................... 4
VOTING RIGHTS ............................................................
PERFORMANCE DATA AND ADVERTISEMENT OF
THE SEPARATE ACCOUNT ............................................... 5
FINANCIAL STATEMENTS OF THE SEPARATE ACCOUNT ............................. 6
FINANCIAL STATEMENTS OF METLIFE .......................................... 29
[GRAPHIC OMITTED]
35
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[GRAPHIC OMITTED]
APPENDIX
PREMIUM TAX TABLE
If you are a resident of one of the following jurisdictions, the percentage
amount listed by the jurisdiction is the premium tax rate applicable to your
Income Annuity.
CORPORATE
NON- IRA & SEP SECTION AND SECTION
QUALIFIED (1) TSA 403(a) KEOGH 457(b)
CALIFORNIA ........... 2.35% .5%(2) .5% .5% .5% 2.35%
MAINE ................ 2.0% -- -- -- -- --
NEVADA ............... 3.5% -- -- -- -- --
PUERTO RICO .......... 1.0% 1.0% 1.0% 1.0% 1.0% 1.0%
SOUTH DAKOTA ......... 1.25% -- -- -- -- --
U.S. VIRGIN ISLANDS .. 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%
WEST VIRGINIA ........ 1.0% 1.0% 1.0% 1.0% 1.0% 1.0%
WYOMING .............. 1.0% -- -- -- -- --
----------
(1) Premium tax rates applicable to Income Annuities purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of Section 408(a) of the Code are included under the
column headed "IRA and SEP."
(2) With respect to Income Annuities purchased for use in connection with
individual retirement trust or custodial accounts meeting requirements of
Section 408(a) of the Code, the annuity tax rate in California is 2.35%
instead of 0.5%.
PEANUTS(Copyright) United Feature Syndicate, Inc.
(Copyright)2000 Metropolitan Life Insurance Company
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REQUEST FOR A STATEMENT OF
ADDITIONAL INFORMATION/CHANGE OF ADDRESS
If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.
/_/ Metropolitan Life Separate Account E, Metropolitan Series Fund Inc. and
New England Zenith Fund
/_/ I have changed my address. My current address is:
_______________________________ Name_________________________________
(Contract Number)
Address_________________________________
________________________________ _________________________________
(Signature) zip
Metropolitan Life Insurance Company
200 Park Avenue, Area 5N
New York, New York 10166-0188
Attention: MetLife Retirement Group
37
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
METROPOLITAN LIFE SEPARATE ACCOUNT E
METLIFE INCOME SECURITY PLAN(SM)
A VARIABLE INCOME ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
FORM N-4 PART B
This Statement of Additional Information is not a prospectus but contains
information in addition to and more detailed than that set forth in the
Prospectus for MetLife Income Security Plan, A Variable Income Annuity and
should be read in conjunction with the Prospectus. Copies of the Prospectus may
be obtained from Metropolitan Life Insurance Company, MetLife Retirement Group,
200 Park Avenue, Area 5N, New York, New York 10166-0188.
A Statement of Additional Information for the Metropolitan Series Fund,
Inc. and the Zenith Fund is attached at the end of this Statement of Additional
Information.
Unless otherwise indicated, the Statement of Additional Information
continues the use of certain terms as set forth in the Section entitled
"Important Terms You Should Know" of the Prospectus for MetLife Income Security
Plan, A Variable Income Annuity.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors................................. 2
Distribution of Certificates and Interests in the
Income Annuity..................................... 2
Sample Calculation Illustrating How the Adjustment
Factor Is Determined and Applied to Income
Payments........................................... 3
Investment Management Fees........................... 4
Voting Rights........................................ 6
Performance Data and Advertisement of the Separate
Account............................................ 7
Financial Statements of the Separate Account......... II-1
Financial Statements of MetLife...................... II-1
</TABLE>
------------------------
<PAGE>
INDEPENDENT AUDITORS
The financial statements for the Separate Account for the period ended
December 31, 1999 included in this Statement of Additional Information have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein, and have been so included in reliance upon such report
given upon the authority of such firm as experts in auditing and accounting.
DISTRIBUTION OF CERTIFICATES AND INTERESTS IN THE INCOME ANNUITY
MetLife is both the depositor and the underwriter (issuer) of the Income
Annuity.
The certificates and interests in the Income Annuity are sold through
individuals who are licensed sales representatives. We are registered with the
Securities and Exchange Commission as a broker-dealer under the Securities Act
of 1934. We are also a member of the National Association of Securities Dealers,
Inc. Income Annuities are also sold through other registered broker-dealers.
They may also be sold through the mail. Our licensed sales representatives who
sell the Income Annuity may be compensated for these sales by us. Other
broker-dealers are paid sales commissions from the front-end sales load deducted
from the purchase payments. We remit to the broker-dealer the entire front-end
sales load charge. The broker-dealer's sales commission is 5%. Metlife pays its
own distribution costs from the Separate Account Charge.
The offering of the Income Annuity is continuous. In certain situations,
the Income Annuity may not include all investment choices or the Fixed Payment
Option. Each contract will indicate the available choices.
2
<PAGE>
CALCULATING YOUR INCOME PAYMENTS
SAMPLE CALCULATION ILLUSTRATING HOW THE
ADJUSTMENT FACTOR IS DETERMINED
AND APPLIED TO THE INCOME PAYMENTS
<TABLE>
<CAPTION>
Example of Calculation of Investment Factor
<S> <C>
a. Assumed net investment performance for the period (.65%) 1.00650
b. Assumed interest rate (as specified in your contract)
as of the last valuation date 7.1%
c. Adjustment based on assumed interest rate for the period(1) 0.99467
d. Investment factor (a) x (c) 1.00114
Example of Calculation of Interest Factor
a. Annuity purchase rate based on prior interest rate (7.1%)(2) 122.32996
b. Annuity purchase rate based on current interest rate (7.2%)(3) 121.37388
c. Interest Factor (a) / (b) 1.00788
Life annuity for male, age 65
a. First monthly variable income payment due February 1, 2000 $400.00
b. Assumed investment factor for first month* 1.00114
c. Assumed interest factor for first month* 1.00788
d. Adjustment factor (b) x (c) 1.00903
e. Second monthly variable income payment due March 1, 2000
(a) x (d) $403.61
f. Assumed investment factor for second month* .99981
g. Assumed interest factor for second month* .97665
h. Adjustment factor (f) x (g) .97646
i. Third monthly variable income payment due April 1, 2000
(e) x (h) $394.11
</TABLE>
Notes:
(1) Approximately one month.
(2) This is the annuity purchase rate in effect on the prior valuation date,
based on your future annuity income, age as of the prior valuation date,
and the interest rate (as specified in your contract) as of the prior
valuation date.
(3) This is the annuity purchase rate in effect on the prior valuation date,
based on your future annuity income, age as of the prior valuation date,
and the interest rate as of the current valuation date. However, the
interest rate as of the current valuation date is adjusted to reflect the
interest rate as of the prior valuation date for the time period from the
prior valuation date to the current valuation date.
* Calculated on the income determination date which is 10 days prior to the date
the income payment is made.
3
<PAGE>
INVESTMENT MANAGEMENT FEES
Metropolitan Life Insurance Company
Each of the currently available Metropolitan Fund Portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee. The
following table shows the fee schedules for the investment management fees for
the Metropolitan Fund as a percentage per annum of the average net assets for
each Portfolio.
<TABLE>
<CAPTION>
Investment
Management
Fee
Average Schedule--
Daily Net % Per
Portfolio Assets Annum
--------- ------ -----
<S> <C> <C>
State Street Research Growth 1st $500 Million .55%
next $500 million .50%
over $1 billion .45%
State Street Research Income 1st $250 million .35%
next $250 million .30%
over $500 million .25%
State Street Research Diversified 1st $500 million .50%
next $500 million .45%
over $1 billion .40%
State Street Research 1st $500 million .75%
Aggressive Growth next $500 million .70%
over $1 billion .65%
Putnam Large Cap Growth 1st $500 million .80%
next $500 million .75%
over $1 billion .70%
State Street Research Aurora 1st $500 million .85%
Small Cap Value next $500 million .80%
over $1 billion .75%
Putnam International Stock 1st $500 million .90%
(formerly Santander next $500 million .85%
International Stock) over $1 billion .80%
Loomis Sayles High Yield Bond All assets .70
T. Rowe Price Small Cap Growth 1st $100 million .55%
next $300 million .50%
over $400 million .45%
T. Rowe Price Large Cap Growth 1st $50 million .70%
over $50 million .60%
Janus Mid Cap 1st $100 million .75%
next $400 million .70%
over $500 billion .65%
Scudder Global Equity 1st $50 million .90%
next $50 million .55%
next $400 million .50%
over $500 million .475%
Harris Oakmark Large Cap Value 1st $250 million .75%
over $250 million .70%
Neuberger Berman Partners 1st $100 million .70%
Mid Cap Value next $250 million .675%
next $500 million .65%
next $750 million .675%
over $1.6 billion .60%
MetLife Stock Index All Assets .25%
Lehman Brothers Aggregate Bond All Assets .25%
Index
Russell 2000 Index All Assets .25%
Morgan Stanley EAFE Index All Assets .30%
MetLife Mid Cap Stock Index All Assets .25%
</TABLE>
4
<PAGE>
We pay the following entities for providing services as sub-investment
manager of the portfolio(s) indicated:
<TABLE>
<CAPTION>
Sub-Investment Manager Portfolio(s)
---------------------- ------------
<S> <C>
State Street Research & State Street Research Income
Management Company(1) State Street Research Diversified
State Street Research Growth
State Street Research
Aggressive Growth
State Street Research Aurora
Small Cap Value
Putnam Investment Putnam Large Cap Growth
Management, Inc. Putnam International Stock
Loomis, Sayles & Company, Loomis Sayles High Yield Bond
L.P.(2)
Janus Capital Corporation Janus Mid Cap
T. Rowe Price Associates, Inc. T. Rowe Price Small Cap
Growth
T. Rowe Price Large Cap
Growth
Scudder Kemper Investments, Scudder Global Equity
Inc.
Harris Associates, L.P.(3) Harris Oakmark Large Cap
Value
Neuberger Berman Management Neuberger Berman Partners Mid
Incorporated Cap Value
</TABLE>
----------
(1) State Street Research & Management Company is one of our subsidiaries.
(2) At present, we indirectly own the general partner of Loomis, Sayles &
Company, L.P. Metlife has agreed to sell its indirect interest in this
Company.
(3) At present, we indirectly own the general partner of Harris Associates,
L.P. Metlife has agreed to sell its indirect interest in this Company.
The Zenith Fund pays an investment management fee to New England Investment
Management, Inc. ("NEIM") to serve as investment manager to the Davis Venture
Value Series and the Loomis Sayles Small Cap Series.
The Zenith Fund pays as a percentage per annum of the average net assets
the following:
<TABLE>
<CAPTION>
Investment
Management
Average Fee
Daily Net % Per
Series Assets Annum
------ ------ -----
<S> <C> <C>
Davis Venture Value All Assets .75%
Loomis Sayles Small Cap 1st $500 million .90%
over $500 million .85%
</TABLE>
NEIM pays sub-investment advisory fees to Davis Selected Advisers, L.P. for
the Davis Venture Value Series and Loomis Sayles & Company, L.P. for the Loomis
Sayles Small Cap Series. These fees are solely the responsibility of the NEIM.
The Metropolitan Fund and the Zenith Fund, are more fully described in
their respective prospectuses and the Statements of Additional Information that
the prospectuses refer to. The Metropolitan Fund's and the Zenith Fund
prospectuses are attached at the end of the prospectus. The SAIs are available
upon request.
5
<PAGE>
See the prospectuses for the Metropolitan Fund and Zenith Fund for a
discussion of the different separate accounts of MetLife and its affiliated
insurance companies that invest in the Metropolitan Fund and Zenith Fund and the
risk related to that arrangement.
VOTING RIGHTS
In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account which are deemed
attributable to the Income Annuity described in the Prospectus or at regular and
special meetings of the shareholders of the portfolio based on instructions
received from those having the voting interest in corresponding investment
divisions of the Separate Account. However, if the 1940 Act or any rules
thereunder should be amended or if the present interpretation thereof should
change, and as a result we determine that we are permitted to vote the shares of
the portfolios in our own right, we may elect to do so.
Accordingly, you have voting interests under all the Income Annuity
described in the Prospectus. The number of shares held in each Separate Account
investment division deemed attributable to your Income Annuity is determined by
dividing the value of your Income Annuity attributable to you in that investment
division, if any, by the net asset value of one share in the portfolio in which
the assets in that Separate Account investment division are invested. Fractional
votes will be counted. The number of shares for which you have the right to give
instructions will be determined as of the record date for the meeting.
Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuities (including the Income Annuity described in the Prospectus) and for
which no timely instructions are received will be voted in the same proportion
as the shares for which voting instructions are received by that separate
account. Portfolio shares held in the general accounts or unregistered separate
accounts of MetLife or its affiliates will be voted in the same proportion as
the aggregate of (i) the shares for which voting instructions are received and
(ii) the shares that are voted in proportion to such voting instructions.
However, if we or an affiliate determine that we are permitted to vote any such
shares, in our own right, we may elect to do so subject to the then current
interpretation of the 1940 Act or any rules thereunder.
You will be entitled to give instructions regarding the votes attributable
to your Income Annuity, in your sole discretion.
You may give instructions regarding, among other things, the election of the
board of directors, ratification of the election of independent auditors, and
the approval of investment and sub-investment managers.
Disregarding voting instructions
MetLife may disregard voting instructions under the following circumstances
(1) to make or refrain from making any change in the investments or investment
policies for any portfolio if required by any insurance regulatory authority;
(2) to refrain from making any change in the investment policies or any
investment advisor or principal underwriter or any portfolio which may be
initiated by those having voting interests or the Metropolitan Fund's or Zenith
Fund's, boards of directors, provided MetLife's disapproval of the change is
reasonable and, in the case of a change in investment policies or investment
manager, based on a good faith determination that such change would be contrary
to state law or otherwise inappropriate in light of the portfolio's objective
and purposes; or (3) to enter into or refrain from entering into any advisory
agreement or underwriting contract, if required by any insurance regulatory
authority.
In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.
6
<PAGE>
PERFORMANCE DATA AND ADVERTISEMENT OF THE SEPARATE ACCOUNT
From time to time we advertise the performance of various Separate Account
investment divisions. Performance will be stated in terms of either yield,
or "average annual total return" or some combination of the foregoing. Yield,
and average annual total return figures are based on historical earnings and are
not intended to indicate future performance. Yield figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty-day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of that
investment. This percentage yield is then compounded semiannually. Annualized
change in value (i.e., average annual total return) calculations reflect all
Separate Account charges. These figures also assume a steady annual rate of
return.
We may demonstrate hypothetical values of annuity benefits (e.g. beginning
with an initial annuity benefit of $500) over a specified period based on
historical net asset values of the Portfolios and the historical specified
interest rates. These presentations reflect the investment and interest factors
deduction of the Separate Account charge and the investment-related charge. We
may assume that the Income Annuity was in existence prior to its inception date.
When we do so, we calculate performance based on the historical performance of
the underlying Portfolio for the period before the inception date of the Income
Annuity. We use the actual annuity unit data after the inception date.
Historical performance information should not be relied on as a guarantee
of future performance results.
Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred or tax-exempt investments. From time to time, the Separate
Account may compare the performance of its investment divisions with the
performance of common stocks, long-term government bonds, long-term corporate
bonds, intermediate-term government bonds, Treasury Bills, certificates of
deposit and savings accounts. The Separate Account may use the Consumer Price
Index in its advertisements as a measure of inflation for comparison purposes.
From time to time, the Separate Account may advertise its performance ranking
among similar investments or compare its performance to averages as compiled by
independent organizations, such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS(Registered) and The Wall Street Journal. The Separate
Account may also advertise its performance in comparison to appropriate indices,
such as the Standard & Poor's 500 Composite Stock Price Index, the Standard &
Poor's MidCap 400 Index, the Standard & Poor's 600 Index, the Russell 2000(R)
Index, the the Russell 2000(R) Growth Index, the Russell 2000(R) Value Index,
the Lehman Brothers Aggregate Bond Index, and/or the Lehman Brothers Government/
Corporate Bond Index, the Merrill Lynch High Yield Bond Index, the Morgan
Stanley Capital International All Country World Index and the Morgan Stanley
Capital International Europe, Australasia, Far East Index.
7
<PAGE>
The following data for the Portfolios has been restated to reflect the deduction
of the .95% Separate Account charge and the investment-related charge for the
period before the inception date of the Income Annuity.
Average Annual Total Return for the Portfolios of the
Metropolitan Series Fund and the Zenith Fund for the Period Ending 12/31/99
For periods of 1, 5, and 10 years (or since inception) as applicable.
<TABLE>
<CAPTION>
5 Year 10 Year
(or inception (or inception
Portfolio Inception Date 1 Year if less) if less)
------------------- -------------- ------ ------- -------
<S> <C> <C> <C> <C>
Lehman Brothers Aggregate Bond Index
State Street Research Income
State Street Research Diversified
MetLife Stock Index
Harris Oakmark Large Cap Value
T. Rowe Price Large Cap
State Street Research Growth
Davis Venture Value
Putnam Large Cap Growth
MetLife Mid Cap Stock Index
Neuberger Berman Partners Mid Cap Value
Janus Mid Cap
State Street Research Aggressive Growth
Loomis Sayles High Yield Bond
Russell 2000(R) Index
T. Rowe Price Small Cap Growth
Loomis Sayles Small Cap
State Street Research Aurora Small Cap
Value
Scudder Global Equity
Morgan Stanley EAFE(R) Index
Putnam Internationial Stock
</TABLE>
8
<PAGE>
PART II
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
The following financial statements are included in Part B of this
Post-Effective Amendment on Form N-4 (to be filed by amendment):
Metropolitan Life Separate Account E
Independent Auditors' Report
Financial Statements for the Years Ended December 31, 1999 and 1998
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Metropolitan Life Insurance Company
Independent Auditors' Report
Financial Statements for the Years Ended December 31, 1999, 1998
and 1997
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flow
Consolidated Statements of Equity
Notes to Consolidated Financial Statements
(B) EXHIBITS
<TABLE>
<S> <C>
(1) -- Resolution of the Board of Directors of Metropolitan Life
establishing Separate Account E.(1)
(2) -- Not applicable.
(3)(a) -- Not applicable.
(b) -- Form of Selected Broker Agreement.(1)
(4)(a) -- Form of Income Annuity Contract.(7)
(b) -- Form of Certificate.(7)
(5) -- Application Form for the Income Annuity (8)
(6) -- Charter and By-Laws of Metropolitan Life.(1,5)
(7) -- Not applicable.
(8) -- Not applicable.
(9) -- Opinion and consent of counsel as to the legality of the
securities being registered.(8)
(10) -- Consent of Auditors (8)
(11) -- Not applicable.
(12) -- Not applicable.
(13)(a) -- Powers of Attorney.(1,2,3,4,6)
</TABLE>
------------------
1. Filed with Post-Effective Amendment No. 19 to Registration Statement
No. 2-90380/811-4001 for Metropolitan Life Separate Account E on Form N-4 on
February 27, 1996. As incorporated herein by reference.
(Footnotes continued on next page)
II-1
<PAGE>
(Footnotes continued from previous page)
2. Powers of attorney for Gerald Clark, Burton A. Dole, Jr. and Charles H.
Leighton were filed with Post-Effective Amendment No. 21 to Registration
Statement No. 2-90380/811-4001 for Metropolitan Life Separate Account E on
Form N-4 on February 28, 1997. As incorporated herein by reference.
3. Powers of Attorney for Robert H. Benmosche, Jon F. Danski and Stewart G.
Nagler filed with Post-Effective Amendment No. 23 to Registration Statement
No. 2-90380/811-4001 for Metropolitan Life Separate Account E on Form N-4 on
April 3, 1998. As incorporated herein by reference.
4. Power of Attorney for Virginia M. Wilson filed with Pre-Effective Amendment
No. 2 to Registration Statement 333-80547/811-4001 for Metropolitan Life
Separate Account E on Form N-4 on November 1, 1999. As incorporated herein by
reference.
5. Filed with Post Effective Amendment No. 29 to Registration Statement No.
333-80547/811-4001 for Metropolitan Life Separate Account UL on Form N-4 on
April 7, 2000, as incorporated herein by reference.
6. Power of Attorney for William C. Steere, Jr. filed with Post-Effective
Amendment No. 18 to Registration Statement No. 33-57320 for Metropolitan Life
Separate Account UL on Form S-6 on April 23, 1999. As incorporated herein by
reference.
7. Filed herewith.
8. To be filed by amendment.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
------------------------- ---------------------------------------- ---------------------
<S> <C> <C>
Robert H. Benmosche...... Chairman of the Board, President and Chairman, President,
Chief Executive Officer, Chief Executive
Metropolitan Life Insurance Company, Officer and Director
One Madison Avenue,
New York, NY 10010.
Curtis H. Barnette....... Chairman Emeritus and Chief Executive Director
Officer, Bethlehem Steel Corporation,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.
Gerald Clark............. Vice-Chairman of the Board and Vice-Chairman,
Chief Investment Officer, Chief Investment Officer
Metropolitan Life Insurance Company, and Director
One Madison Avenue,
New York, NY 10010.
Joan Ganz Cooney......... Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
Burton A. Dole, Jr....... Retired Chairman, President and Director
Chief Executive Officer,
Puritan Bennett,
2200 Faraday Avenue,
Carlsbad, CA 92008-7208.
James R. Houghton........ Chairman Emeritus of the Board Director
and Director,
Corning Incorporated,
80 East Market Street, 2nd Floor,
Corning, NY 14830.
Harry P. Kamen........... Retired Chairman and Chief Executive Director
Officer,
Metropolitan Life Insurance Company,
One Madison Avenue,
New York, NY 10010.
Helene L. Kaplan......... Of Counsel, Skadden, Arps, Slate, Director
Meagher and Flom,
919 Third Avenue,
New York, NY 10022.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
------------------------- ---------------------------------------- ---------------------
<S> <C> <C>
Charles M. Leighton...... Retired Chairman of the Board and Chief Director
Executive Officer,
CML Group, Inc.,
524 Main Street,
Bolton, MA 01720.
Allen E. Murray.......... Retired Chairman of the Board and Director
Chief Executive Officer,
Mobil Corporation,
375 Park Avenue, Suite 2901,
New York, NY 10152.
Stewart G. Nagler........ Vice-Chairman of the Board and Vice-Chairman, Chief
Chief Financial Officer, Financial Officer
Metropolitan Life Insurance Company, and Director
One Madison Avenue,
New York, NY 10010.
John J. Phelan, Jr....... Former Chairman and Director
Chief Executive Officer,
New York Stock Exchange,
P.O. Box 312,
Mill Neck, NY 11765.
Hugh B. Price............ President and Chief Executive Officer, Director
National Urban League, Inc.,
120 Wall Street, 7th & 8th Floors,
New York, NY 10005.
Ruth J. Simmons, Ph.D.... President, Director
Smith College,
College Hall 20,
Northhampton, MA 01063.
William C. Steere, Jr.... Chairman of the Board and Director
Chief Executive Officer,
Pfizer, Inc.,
235 East 42nd Street,
New York, NY 10016
</TABLE>
Set forth below is a list of the executive officers of Metropolitan Life.
The principal business address of each officer of Metropolitan Life is One
Madison Avenue, New York, New York 10010.
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
------------------------------ -------------------------------------------------
<S> <C>
Robert H. Benmosche........... Chairman, Chief Executive Officer and Director
Gerald Clark.................. Vice-Chairman, Chief Investment Officer and
Director
Stewart G. Nagler............. Vice-Chairman, Chief Financial Officer and
Director
Gary A. Beller................ Senior Executive Vice-President and General
Counsel
James H. Benson............... President, Individual Business; Chairman, Chief
Executive Officer and President, New England
Life Insurance Company
C. Robert Henrikson........... President, Institutional Business
Richard A. Liddy.............. Senior Executive Vice-President
Catherine A. Rein............. Senior Executive Vice-President; President and
Chief Executive Officer of Metropolitan Property
and Casualty Insurance Company
Stanley J. Talbi.............. Senior Vice President and Chief Actuary
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
------------------------------ -------------------------------------------------
<S> <C>
William J. Toppeta............ President, Client Services and Chief
Administrative Officer
John H. Tweedie............... Senior Executive Vice-President
Lisa M. Weber................. Executive Vice-President
Judy E. Weiss................. Executive Vice-President
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT.
The registrant is a separate account of Metropolitan Life Insurance Company
under the New York Insurance law. Under said law the assets allocated to the
separate account are the property of Metropolitan Life Insurance Company, which
is a wholly-owned subsidiary of MetLife Inc. The following outline indicates
those persons who are controlled by or under common control with Metropolitan
Life Insurance Company:
II-4
<PAGE>
ORGANIZATIONAL STRUCTURE OF METLIFE AND SUBSIDIARIES
AS OF JUNE 30, 2000
Metropolitan Life Insurance Company ("Metropolitan") became a wholly-owned
subsidiary of MetLife, Inc. on April 7, 2000. MetLife, Inc. became a
publicly-traded company at that time. MetLife has agreed to sell its interest in
Nvest Corporation and all its affiliates. The following is a list of
subsidiaries of Metropolitan. Those entities which are listed at the left margin
(labelled with capital letters) are direct subsidiaries of Metropolitan. Unless
otherwise indicated, each entity which is indented under another entity is a
subsidiary of such indented entity and, therefore, an indirect subsidiary of
Metropolitan. Certain inactive subsidiaries have been omitted from the
Metropolitan Organizational listing. The voting securities (excluding directors'
qualifying shares, if any) of the subsidiaries listed are 100% owned by their
respective parent corporations, unless otherwise indicated. The jurisdiction of
domicile of each subsidiary listed is set forth in the parenthetical following
such subsidiary.
A. Metropolitan Tower Corp. (Delaware)
1. Metropolitan Property and Casualty Insurance Company (Rhode Island)
a. Metropolitan Group Property and Casualty Insurance Company
(Rhode Island)
i. Metropolitan Reinsurance Company (U.K.) Limited (Great
Britain)
b. Metropolitan Casualty Insurance Company (Rhode Island)
c. Metropolitan General Insurance Company (Rhode Island)
d. Metropolitan Direct Property and Casualty Insurance Company
(Georgia)
e. Metropolitan P&C Insurance Services, Inc. (California)
f. Metropolitan Lloyds, Inc. (Texas)
g. Met P&C Managing General Agency, Inc. (Texas)
h. Economy Fire & Casualty Company
i. Economy Preferred Insurance Company
ii. Economy Premier Assurance Company
2. Metropolitan Insurance and Annuity Company (Delaware)
a. MetLife Europe I, Inc. (Delaware)
b. MetLife Europe II, Inc. (Delaware)
c. MetLife Europe III, Inc. (Delaware)
d. MetLife Europe IV, Inc. (Delaware)
e. MetLife Europe V, Inc. (Delaware)
3. MetLife General Insurance Agency, Inc. (Delaware)
a. MetLife General Insurance Agency of Alabama, Inc. (Alabama)
b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky)
c. MetLife General Insurance Agency of Mississippi, Inc.
(Mississippi)
d. MetLife General Insurance Agency of Texas, Inc. (Texas)
e. MetLife General Insurance Agency of North Carolina, Inc. (North
Carolina)
f. MetLife General Insurance Agency of Massachusetts, Inc.
(Massachusetts)
II-5
<PAGE>
4. Metropolitan Asset Management Corporation (Delaware)
(a.) MetLife Capital, Limited Partnership (Delaware).Partnership
interests in MetLife Capital, Limited Partnership are held by
Metropolitan (90%) and Metropolitan Asset Management Corporation
(10%).
(b.) MetLife Capital Credit L.P. (Delaware). Partnership interests in
MetLife Capital Credit L.P. are held by Metropolitan (90%) and
Metropolitan Asset Management Corporation (10%).
(1) MetLife Capital CFLI Holdings, LLC (DE)
(a.) MetLife Capital CFLI Leasing, LLC
(DE)
(c.) MetLife Financial Acceptance Corporation (Delaware).
Met Asset Management Co. Inc. holds 100% of the voting preferred
stock of MetLife Financial Acceptance Corporation. Metropolitan
Property and Casualty Insurance Company holds 100% of the common
stock of MetLife Financial Acceptance Corporation.
(d.) MetLife Investments Limited (United Kingdom). 23rd Street
Investments, Inc. holds one share of MetLife Investments
Limited.
(e.) MetLife Investments Asia Limited (Hong Kong). One share of
MetLife Investments Asia Limited is held by W&C Services, Inc.,
a nominee of Metropolitan Asset Management Corporation.
(f.) MetLife Investment, S.A. 23rd Street Investment, Inc. holds one
share of MetLife Investments Limited and MetLife Investments,
S.A.
5. SSRM Holdings, Inc. (Delaware)
a. State Street Research & Management Company (Delaware). Is a
sub-investment manager for the Growth, Income, Diversified
and Aggressive Growth Portfolios of Metropolitan Series
Fund, Inc.
i. State Street Research Investment Services, Inc.
(Massachusetts)
II-6
<PAGE>
b. SSR Realty Advisors, Inc. (Delaware)
i. Metric Management Inc. (Delaware)
ii. Metric Property Management, Inc. (Delaware)
(1) Metric Realty (Delaware). SSR Realty Advisors, Inc.
and Metric Property Management, Inc. each hold 50% of
the common stock of Metric Realty.
(2) Metric Colorado, Inc. (Colorado). Metric Property
Management, Inc. holds 80% of the common stock of
Metric Colorado, Inc.
iii. Metric Capital Corporation (California)
iv. Metric Assignor, Inc. (California)
v. SSR AV, Inc. (Delaware)
6. MetLife Holdings, Inc. (Delaware)
a. MetLife Funding, Inc. (Delaware)
b. MetLife Credit Corp. (Delaware)
7. Metropolitan Tower Realty Company, Inc. (Delaware)
8. Security First Group, Inc. (DE)
a. Security First Life Insurance Company (DE)
b. Security First Insurance Agency, Inc. (MA)
c. Security First Insurance Agency, Inc. (NV)
d. Security First Group of Ohio, Inc. (OH)
e. Security First Financial, Inc. (DE)
f. Security First Investment Management Corporation (DE)
g. Security First Financial Agency, Inc. (TX)
9. Natiloportem Holdings, Inc. (Delaware)
a. Services Administrativos Gen, S.A. de CV One Share of Servicos
Administrativos Gen. S.A. de C.V. is held by a nominee of
Natiloportem Holdings, Inc.
10. Metlife CC Holding Company
B. Metropolitan Tower Life Insurance Company (Delaware)
C. MetLife Security Insurance Company of Louisiana (Louisiana)
II-7
<PAGE>
D. MetLife Texas Holdings, Inc. (Delaware)
1. Texas Life Insurance Company (Texas)
a. Texas Life Agency Services, Inc. (Texas)
b. Texas Life Agency Services of Kansas, Inc. (Kansas)
E. MetLife Securities, Inc. (Delaware)
F. 23rd Street Investments, Inc. (Delaware)
G. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan.
1. Seguros Genesis, S.A. (Spain)
2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros
(Spain)
H. MetLife Saengmyoung Insurance Company Ltd. (Korea).
I. Metropolitan Life Seguros de Vida S.A. (Argentina)
J. Metropolitan Life Seguros de Retiro S.A. (Argentina).
K. Met Life Holdings Luxembourg (Luxembourg)
L. Metropolitan Life Holdings, Netherlands BV (Netherlands)
M. MetLife International Holdings, Inc. (Delaware)
N. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)
O. Metropolitan Marine Way Investments Limited (Canada)
P. P.T. MetLife Sejahtera (Indonesia) Shares of P.T. MetLife Sejahtera are
held by Metropolitan (80%) and by an entity (20%) unaffiliated with
Metropolitan.
Q. Seguros Genesis S.A. (Mexico) Metropolitan holds 85.49%, Metropolitan Tower
Corp. holds 7.31% and Metropolitan Asset Management Corporation holds 7.20%
of the common stock of Seguros Genesis S.A.
R. Metropolitan Life Seguros de Vida S.A. (Uruguay). One share of Metropolitan
Life Seguros de Vida S.A. is held by Alejandro Miller Artola, a nominee of
Metropolitan Life Insurance Company.
S. Metropolitan Life Seguros E Previdencia Privada S.A. (Brazil)
II-8
<PAGE>
T. MetLife (India) Ltd.
U. Hyatt Legal Plans, Inc. (Delaware)
1. Hyatt Legal Plans of Florida, Inc. (FL)
V. One Madison Merchandising L.L.C. (Connecticut) Ownership of membership
interests in One Madison Merchandising L.L.C. is as follows: Metropolitan
owns 99% and Metropolitan Tower Corp. owns 1%.
W. Metropolitan Realty Management, Inc. (Delaware)
1. Edison Supply and Distribution, Inc. (Delaware)
2. Cross & Brown Company (New York)
a. CBNJ, Inc. (New Jersey)
X. MetPark Funding, Inc. (Delaware)
Y. Transmountain Land & Livestock Company (Montana)
Z. MetLife Trust Company, National Association. (United States)
A.A. Benefit Services Corporation (Georgia)
A.B. G.A. Holding Corporation (MA)
A.C. CRH., Co, Inc. (MA)
A.D. 334 Madison Euro Investments, Inc.
1. Park Twenty Three Investments Company* 1% Voting Control of Park
Twenty Three Investment Company is held by St. James Fleet Investments
Two Limited
a. Convent Stution Euro Investments Four Company. 1% voting control of
Convert Stution Euro Investments Four Company is held by 334
Madison Euro Investments, Inc. as nominee for Park Twenty Three
Investments Company.
A.E. L/C Development Corporation (CA)
A.F. One Madison Investments (Cayco) Limited. 1% Voting Control of One Madison
Investment (Cayco) Limited is held by Convent Station Euro Investments
Four Company.
A.G. New England Portfolio Advisors, Inc. (MA)
A.H. CRB Co., Inc. (MA). AEW Real Estate Advisors, Inc. holds 49,000 preferred
non-voting shares of CRB Co., Inc. AEW Advisors, Inc. holds 1,000
preferred non-voting shares of CRB Co., Inc.
A.I. New England Life Mortgage Funding Corporation (MA)
A.J. Mercadian Capital L.P. (DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian Capital
L.P.
A.K. Mercadian Funding L.P. (DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian
Funding L.P.
A.L. St. James Fleet Investments two Limited.
II-9
<PAGE>
A.M. MetLife New England Holdings, Inc. (DE)
1. Fulcrum Financial Advisors, Inc. (MA)
2. New England Life Insurance Company (MA)
a. New England Life Holdings, Inc. (DE)
i. New England Securities Corporation (MA)
(1) Hereford Insurance Agency, Inc. (MA)
(2) Hereford Insurance Agency of Alabama, Inc. (AL)
(3) Hereford Insurance Agency of Idaho, Inc. (ID)
(4) Hereford Insurance Agency of Minnesota, Inc. (MN)
(5) Hereford Insurance Agency of New Mexico, Inc. (NM)
(6) Hereford Insurance Agency of Wyoming, Inc.
ii. TNE Information Services, Inc. (MA)
(1) First Connect Insurance Network, Inc. (DE)
(2) Interative Financial Solutions, Inc. (MA)
iii. N.L. Holding Corp. (Del)(NY)
(1) Nathan & Lewis Securities, Inc. (NY)
(2) Nathan & Lewis Associates, Inc. (NY)
(a) Nathan and Lewis Insurance Agency of Massachusetts,
Inc. (MA)
(b) Nathan and Lewis Associates of Texas, Inc. (TX)
(3) Nathan & Lewis Associates--Arizona, Inc. (AZ)
(4) Nathan & Lewis of Nevada, Inc. (NV)
iv. New England Investment Management Inc.
b. Exeter Reassurance Company, Ltd. (MA)
c. Omega Reinsurance Corporation (AZ)
d. New England Pension and Annuity Company (DE)
e. Newbury Insurance Company, Limited (Bermuda)
3. Nvest Corporation (MA)
a. Nvest, L.P. (DE) Nvest Corporation holds a 1.69% general partnership
interest and MetLife New England Holdings, Inc. 3.19% general
partnership interest in Nvest, L.P.
b. Nvest Companies, L.P. (DE). Nvest Corporation holds a 0.0002%
general partnership interest in Nvest Companies, L.P. Nvest, L.P.
holds a 14.64% general partnership interest in Nvest Companies, L.P.
Metropolitan holds a 47.10% limited partnership interest in Nvest
Companies, L.P.
i. Nvest Holdings, Inc. (DE)
(1) Back Bay Advisors, Inc. (MA)
(a) Back Bay Advisors, L.P. (DE)
Back Bay Advisors, Inc.
holds a 1% general partner
interest and NEIC
Holdings, Inc. holds a 99%
limited partner interest
in Back Bay Advisors, L.P.
(2) R & T Asset Management, Inc. (MA)
(a) Reich & Tang Distributors, Inc. (DE)
(b) Reich & Tang Asset Management.
R & T Asset Management, Inc.
holds a 0.5% general partner interest and
NEIC Holdings, Inc. hold a 99.5% limited
partner interest in Reich & Tang
Asset Management, L.P.
(c) Reich & Tang Services, Inc. (DE)
II-10
<PAGE>
(3) Loomis, Sayles & Company, Inc. (MA)
(a) Loomis Sayles & Company, L.P. (DE)
Loomis Sayles & Company, Inc.
holds a 1% general partner interest and
R & T Asset Management, Inc. holds a 99%
limited partner interest in Loomis Sayles &
Company, L.P.
i. Loomis Sayles (Australia) Holdings, LLC
(1) Loomis Sayles (Australia) Pty Limited
ii. Loomis Sayles Distributors, L.P.
iii. Loomis Sayles Distributors, Inc.
iv. Loomis Sayles (Euro) Limited
(4) Westpeak Investment Advisors, Inc. (MA)
(a) Westpeak Investment Advisors, L.P. (DE)
Westpeak Investment Advisors, Inc.
holds a 1% general partner interest and
Reich & Tang holds a 99% limited
partner interest in Westpeak Investment
Advisors, L.P.
(i) Westpeak Investment Advisors Australia
Limited Pty.
(5) Vaughan, Nelson Scarborough & McCullough (DE)
(a) Vaughan, Nelson Scarborough & McCullough, L.P. (DE)
VNSM, Inc. holds a 1% general partner interest and
Reich & Tang Asset Management, Inc. holds a 99%
limited partner interest in Vaughan, Nelson
Scarborough & McCullough, L.P.
(i) VNSM Trust Company
(6) MC Management, Inc. (MA)
(a) MC Management, L.P. (DE)
MC Management, Inc. holds a 1% general partner
interest and R & T Asset Management, Inc.
holds a 99% limited partner interest in MC
Management, L.P.
(7) Harris Associates, Inc. (DE)
(a) Harris Associates Securities L.P. (DE)
Harris Associates, Inc. holds a 1% general partner
interest and Harris Associates L.P. holds a
99% limited partner interest in Harris Associates
Securities, L.P.
(b) Harris Associates L.P. (DE)
Harris Associates, Inc. holds a 0.33% general
partner interest and NEIC Operating Partnership,
L.P. holds a 99.67% limited partner interest in
Harris Associates L.P.
(i) Harris Partners, Inc. (DE)
(ii) Harris Partners L.L.C. (DE)
Harris Partners, Inc. holds a 1%
membership interest and
Harris Associates L.P. holds a 99%
membership interest in Harris Partners L.L.C.
(1) Aurora Limited Partnership (DE)
Harris Partners L.L.C. holds a 1% general
partner interest
II-11
<PAGE>
(2) Perseus Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest
(3) Pleiades Partners L.P. (DE) Harris
Partners L.L.C. holds a 1% general partner
interest
(4) Stellar Partners L.P. (DE)
Harris Partners L.L.C. holds a 1% general
partner interest
(5) SPA Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest
(8) NEF Corporation (MA)
(a) New England Funds, L.P. (DE) NEF Corporation holds a
1% general partner interest and NEIC Operating
Partnership, L.P. holds a 99% limited
partner interest in New England Funds, L.P.
(b) New England Funds Management, L.P. (DE) NEF
Corporation holds a 1% general partner interest and
NEIC Operating Partnership, L.P. holds a 99%
limited partner interest in New England Funds
Management, L.P.
(c) Nvest Services Company, Inc.
(9) AEW Capital Management, Inc. (DE)
(a) AEW Securities, L.P. (DE) AEW Capital Management, Inc. holds
a 1% general partnership and AEW Capital Management, L.P.
holds a 99% limited partnership interest in AEW Securities,
L.P.
ii. Nvest Associates, Inc.
iii. Snyder Capital Management, Inc.
(1) Snyder Capital Management, L.P. NEIC Operating
Partnership holds a 99.5% limited partnership
interest and Snyder Capital Management Inc. holds a
0.5% general partnership interest.
iv. Jurika & Voyles, Inc.
(1) Jurika & Voyles, L.P NEIC Operating Partnership,
L.P. holds a 99% limited partnership interest and
Jurika & Voyles, Inc. holds a 1% general partnership
interest.
v. Nvest Partnerships, LLC ( )
vi. Kobrick Funds LLC
II-12
<PAGE>
vii. AEW Capital Management L.P. (DE)
New England Investment Companies, L.P. holds a 99% limited partner
interest and AEW Capital Management, Inc. holds a 1% general
partner interest in AEW Capital Management, L.P.
(1) AEW II Corporation (MA)
(2) AEW Partners III, Inc. (DE)
(3) AEW Partners IV, Inc.
(4) AEW TSF, Inc. (DE)
(5) AEWPN, LLC (DE)
(6) AEW Curzon Limited
(7) AEW Investment Group, Inc. (MA)
(a) Copley Public Partnership Holding, L.P. (MA)
AEW Investment Group, Inc. holds a 25% general partnership
interest and AEW Capital Management, L.P. holds a 75%
limited partnership interest in Copley Public Partnership
Holding, L.P.
(b) AEW Management and Advisors L.P. (MA)
AEW Investment Group, Inc. holds a 25% general partnership
interest and AEW Capital Management, L.P. holds a 75%
limited partnership interest in AEW Management and Advisors
L.P.
ii. AEW Real Estate Advisors, Inc. (MA)
1. AEW Advisors, Inc. (MA)
2. Copley Properties Company, Inc. (MA)
3. Copley Properties Company II, Inc. (MA)
4. Copley Properties Company III, Inc. (MA)
5. Fourth Copley Corp. (MA)
6. Fifth Copley Corp. (MA)
7. Sixth Copley Corp. (MA)
8. Seventh Copley Corp. (MA).
9. Eighth Copley Corp. (MA).
10. Second Income Corp. (MA).
11. Third Income Corp. (MA).
12. Fourth Income Corp. (MA).
13. Third Singleton Corp. (MA).
14. Fourth Singleton Corp. (MA)
15. Fifth Singleton Corp. (MA)
16. Sixth Singleton Corp. (MA).
17. BCOP Associates L.P. (MA)
AEW Real Estate Advisors, Inc. holds a 1%
general partner interest in BCOP Associates
L.P.
ii. CREA Western Investors I, Inc. (MA)
iii. CREA Investors Santa Fe Springs, Inc. (MA)
(8) Copley Public Partnership Holding, L.P. (DE)
AEW Capital Management, L.P. holds a 75% limited partner
interest and AEW Investment Group, Inc. holds a 25% general
partner interest and CREA Western Investors I, L.P holds a
57.62% Limited Partnership interest.
II-13
<PAGE>
(9) AEW Real Estate Advisors, Limited Partnership (MA)
AEW Real Estate Advisors, Inc. holds a 25% general partnership
interest and AEW Capital Management, L.P. holds a 75% limited
partnership interest in AEW Real Estate Advisors, Limited
Partnership.
(10) AEW Hotel Investment Corporation (MA)
(a.) AEW Hotel Investment, Limited Partnership (MA)
AEW Hotel Investment Corporation holds a 1% general
partnership interest and AEW Capital Management, L.P.
holds a 99% limited partnership interest in AEW Hotel
Investment, Limited Partnership.
A.N. Gen America Financial Corporation
1. General American Life Insurance Company
a. GenAm Benefits Insurance Company
b. Paragon Life Insurance Company
c. Security Equity Life Insurance Company
d. Cova Corporation
i. Cova Financial Services Life Insurance Company
(1) Cova Financial Life Insurance Company
(2) First Cova Life Insurance Company
ii. Cova Life Management Company
(1) Cova Investment Advisory Corporation
(2) Cova Investment Allocution Corporation
(3) Cova Life Sales Company
(4) Cova Life Administration Services Company
e. General Life Insurance Company
i. General Life Insurance Company of America
f. Equity Intermediary Company
i. Reinsurance Group of America. Incorporated. 9.6% of the
voting shares of Reinsurance Group of America,
Incorporated is held directly by Metropolitan Life
Insurance Company.
(1) Reinsurance Company of Missouri Incorporated
a. RGA Reinsurance Company
b. Fairfield Management Group, Inc.
i. Reinsurance Partners, Inc.
ii. Great Rivers Reinsurance Management,
Inc.
iii. RGA (U.K.) Underwriting Agency Limited
(2) Triad Re, Ltd. Reinsurance Group of America,
Incorporated also owns 100% of the preferred stock
of Triad RE, Ltd.
(3) RGA Americas Reinsurance Company, Ltd.
(4) RGA Reinsurance Company (Barbados) Ltd.
(a) RGA/Swiss Financial Group, L.L.C.
(5) RGA International Ltd.
(a) RGA Financial Products Limited
(b) RGA Canada Management Company, Ltd.
(i) RGA Life Reinsurance Company of Canada
(6) Benefit Resource Life Insurance Company (Bermuda)
Ltd.
(7) RGA Holdings Limited
(a) RGA Managing Agency Limited
(b) RGA Capital Limited
(c) RGA Reinsurance (UK) Limited
(8) RGA South African Holdings (Pty) Ltd.
(a) RGA Reinsurance Company of South Africa
Limited
(9) RGA Australian Holdings Pty Limited
(a) RGA Reinsurance Company of Australia Limited
(10) General American Argentina Seguros
(11) RGA Argentina, S.A.
(a) Regal Atlantic Company (Bermuda) Ltd.
(b) Malaysia Life Reinsurance Group Berhad
g. GenAm Holding Company
i. NaviSys Incorporated
ii. NaviSys Asia Pacifica Limited
iii. NaviSys de Mexico S.A. de C.V.
99% of the shares of NaviSys de Mexico S.A. de C.V. are
held by NaviSys Incorporated and 1% is held by General
American Life Insurance Company.
iv. Red Oak Realty Company
v. White Oak Royalty Company
vi. GenMark Incorporated
(a) Stan Mintz Associates, Inc.
(b) GenMark Insurance Agency of Alabama, Inc.
(c) GenMark Insurance Agency of Massachusetts, Inc.
(d) GenMark Insurance Agency of Ohio, Inc.
(e) GenMark Insurance Agency of Texas, Inc.
vii. Conning Corporation
(a) Conning, Inc.
(i) Conning & Company
(1) Conning Asset Management Company
(2) American Horizon Holdings Inc. 28.6%
of the shares of American Horizon
Holdings Inc. are held by
Metropolitan Property and Casualty
Insurance Company.
(a) American Horizon Services, Inc.
(b) American Horizon Property &
Casualty Insurance Company.
(i) Texas American Horizon
Insurance Services Agency,
Inc.
(c) American Horizon Insurance
Company
(i) American Horizon General
Agency, Inc.
II-14
<PAGE>
2. Collaborative Strategies, Inc.
3. Virtual Finances.Com, Inc.
4. Missouri Reinsurance (Barbados) Inc.
5. GenAmerican Capital I
6. GenAmerican Management Corporation. 22.5% of the voting shares of
the America Management Corporation are owned by General American
Life Insurance Company and 10% of the voting shares of the America
Management Corporation are owned by A.G. Edwards.
7. Walnut Street Securities, Inc.
a. WSS Insurance Agency of Alabama, Inc.
b. WSS Insurance Agency of Massachusetts, Inc.
c. WSS Insurance Agency of Nevada, Inc.
d. WSS Insurance Agency of Ohio, Inc.
e. WSS Insurance Agency of Texas, Inc.
f. Walnut Street Advisers, Inc.
In addition to the entities listed above, Metropolitan (or where indicated an
affiliate) also owns an interest in the following entities, among others:
1) CP&S Communications, Inc., a New York corporation, holds federal radio
communications licenses for equipment used in Metropolitan owned facilities and
airplanes. It is not engaged in any business.
2) Quadreal Corp., a New York corporation, is the fee holder of a parcel of
real property subject to a 999 year prepaid lease. It is wholly owned by
Metropolitan, having been acquired by a wholly owned subsidiary of Metropolitan
in 1973 in connection with a real estate investment and transferred to
Metropolitan in 1988.
3) Met Life International Real Estate Equity Shares, Inc., a Delaware
corporation, is a real estate investment trust. Metropolitan owns approximately
18.4% of the outstanding common stock of this company and has the right to
designate 2 of the 5 members of its Board of Directors.
4) Metropolitan Structures is a general partnership in which Metropolitan owns
a 50% interest.
5) Metropolitan owns, via its subsidiary, AFORE Genesis Metropolitan S.A. de
C.V., approximately 61.7% of SIEFORE Genesis S.A. de C.V., a mutual fund.
6) Metropolitan owns varying interests in certain mutual funds distributed by
its affiliates. These ownership interests are generally expected to decrease as
shares of the funds are purchased by unaffiliated investors.
7) Metropolitan Lloyds Insurance Company of Texas, an affiliated association,
provides homeowner and related insurance for the Texas market. It is an
association of individuals designated as underwriters. Metropolitan Lloyds,
Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company ("MET
P&C"), serves as the attorney-in-fact and manages the association.
8) Metropolitan directly owns 100% of the non-voting preferred stock of Nathan
and Lewis Associates Ohio, Incorporated, an insurance agency. 100% of the voting
common stock of this company is held by an individual who has agreed to vote
such shares at the direction of N.L. Holding Corp. (DEL), an indirect wholly
owned subsidiary of Metropolitan.
9) 100% of the capital stock of Hereford Insurance Agency of Oklahoma, Inc.
(OK) is owned by an officer. New England Life Insurance Company controls the
issuance of additional stock and has certain rights to purchase such officer's
shares.
10) 100% of the capital stock of Fairfield Insurance Agency of Texas, Inc. (TX)
is owned by an officer. New England Life Insurance Company controls the
issuance of additional stock and has certain rights to purchase such officer's
shares.
11) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly owned subsidiary of Metropolitan serves as the
general partner of the limited partnerships and Metropolitan directly owns a 99%
limited partnership interest in each MILP. The MILPs have various's ownership
interests in certain companies. The various MILPs own, directly or indirectly,
100% of the voting stock of the following company: Coating Technologies
International, Inc.
NOTE: THE METROPOLITAN LIFE ORGANIZATIONAL CHART DOES NOT INCLUDE REAL ESTATE
JOINT VENTURES AND PARTNERSHIPS OF WHICH METROPOLITAN LIFE AND/OR ITS
SUBSIDIARIES IS AN INVESTMENT PARTNER. IN ADDITION, CERTAIN INACTIVE
SUBSIDIARIES HAVE ALSO BEEN OMITTED.
II-15
<PAGE>
ITEM 27. NUMBER OF CONTRACTOWNERS.
N/A
ITEM 28. INDEMNIFICATION
UNDERTAKING PURSUANT TO RULE 484(B)(1) UNDER THE SECURITIES ACT OF 1933
Metropolitan Life Insurance Company has secured a Financial Institutions
Bond in the amount of $50,000,000, subject to a $5,000,000 deductible.
Metropolitan Life Insurance Company maintains a directors' and officers'
liability policy with a maximum coverage of $300 million. A provision in
Metropolitan Life Insurance Company's by-laws provides for the indemnification
(under certain circumstances) of individuals serving as directors or officers of
Metropolitan Life Insurance Company.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Metropolitan Life Insurance Company pursuant to the foregoing provisions, or
otherwise, Metropolitan has been advised that in the opinion of the Securities
and Exchange Commission such indemnification may be against public policy as
expressed in the Act and may be, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Metropolitan of expenses incurred or paid by a director, officer or controlling
person or Metropolitan in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Metropolitan Life will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) The principal underwriter of the registrant is Metropolitan Life
Insurance Company. Metropolitan Life Insurance Company acts in the following
capacities with respect to the following investment companies:
Metropolitan Tower Life Separate Account One (principal underwriter)
Metropolitan Tower Life Separate Account Two (principal underwriter)
Metropolitan Life Separate Account UL (principal underwriter)
Metropolitan Series Fund, Inc. (principal underwriter and investment adviser)
The New England Variable Annuity (depositor)
New England Variable Annuity Fund I (depositor)
(b) See response to Item 25 above.
(c)
<TABLE>
<S> <C>
(1) (2)
NAME OF PRINCIPAL UNDERWRITER NET UNDERWRITING DISCOUNTS AND
COMMISSIONS
Metropolitan Life Insurance Company N/A
(3) (4)
COMPENSATION ON REDEMPTION OR BROKERAGE COMMISSIONS
ANNUITIZATION
N/A 0
(5)
COMPENSATION
0
</TABLE>
------------------
* As regards this new contract, as of the date of this filing the Registrant has
issued no contracts.
II-16
<PAGE>
ITEM 30. LOCATION OF ACCOUNT AND RECORDS.
Metropolitan Life Insurance Company
One Madison Avenue
New York, N.Y. 10010
ITEM 31. MANAGEMENT SERVICES.
Not Applicable
ITEM 32. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is necessary to ensure
that the financial statements in this registration statement are not more than
16 months old for as long as payments under these variable annuity contracts may
be accepted.
(b) The undersigned registrant hereby undertakes to include a post card or
similar written communication affixed to or included in the prospectus that the
applicant can remove to send for a Statement of Additional Information.
(c) The undersigned registrant hereby undertakes to deliver any Statement
of Additional Information and any financial statements required to be made
available under this form promptly upon written or oral request.
(d) The undersigned registrant represents that it is relying on the
exemptions from certain provisions of Sections 22(e) and 27 of the Investment
Company Act of 1940 provided by Rule 6c-7 under the Act. The registrant further
represents that the provisions of paragraph (a)-(d) of Rule 6c-7 have been
complied with.
(e) Metropolitan Life Insurance Company represents that the fees and
charges deducted under the Income Annuity described in this Registration
Statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred, and the risks assumed by Metropolitan
Life Insurance Company under the Income Annuity.
II-17
<PAGE>
SIGNATURES
AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
1940, THE REGISTRANT CERTIFIES AND HAS CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK ON THIS
17TH DAY OF AUGUST, 2000.
METROPOLITAN LIFE SEPARATE ACCOUNT E
(Registrant)
by: METROPOLITAN LIFE INSURANCE COMPANY
(Depositor)
by: /s/ GARY A. BELLER
--------------------------------------
(Gary A. Beller)
Senior Executive Vice-President
and General Counsel
METROPOLITAN LIFE INSURANCE COMPANY
(Depositor)
by: /s/ GARY A. BELLER
--------------------------------------
(Gary A. Beller)
Senior Executive Vice-President
and General Counsel
II-18
<PAGE>
SIGNATURES
AS REQUIRED BY THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------- ---------------------------- -------------
<S> <C> <C>
* Chairman, President, Chief
------------------------------- Executive Officer and
Robert H. Benmosche Director
* Vice Chairman, Chief
------------------------------- Investment Officer and
Gerald Clark Director
* Vice Chairman, Chief
------------------------------- Financial Officer (Principal
Stewart G. Nagler Financial Officer) and
Director
* Senior Vice-President and
------------------------------- Controller
Virginia M. Wilson
* Director
-------------------------------
Curtis H. Barnette
* Director
-------------------------------
Joan Ganz Cooney
* Director
-------------------------------
Burton A. Dole, Jr.
* Director
-------------------------------
James R. Houghton
* Director
-------------------------------
Harry P. Kamen
* Director
-------------------------------
Helene L. Kaplan
By: /s/ RICHARD G. MANDEL, ESQ.
----------------------------
Richard G. Mandel, Esq. August 17, 2000
Attorney-in-Fact
</TABLE>
II-19
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------- ---------------------------- -------------
<S> <C> <C>
* Director
-------------------------------
Charles M. Leighton
* Director
-------------------------------
Allen E. Murray
* Director
-------------------------------
John J. Phelan, Jr.
* Director
-------------------------------
Hugh B. Price
* Director
-------------------------------
Robert G. Schwartz
* Director
-------------------------------
Ruth J. Simmons, Ph.D.
Director
-------------------------------
William C. Steere, Jr.
By: /s/ RICHARD G. MANDEL, ESQ.
----------------------------
Richard G. Mandel, Esq.
Attorney-in-Fact August 17, 2000
</TABLE>
II-20
<PAGE>
APPENDIX FOR GRAPHIC AND IMAGE MATERIAL
Pursuant to Rule 304 of Regulation S-T, the following table presents fair and
accurate narrative descriptions of graphic and image material omitted from the
EDGAR filing due to ASCII-incompatibility and cross-references this material to
the location of each occurrence in the text.
INTRODUCTION
The prospectus included in the Form N-4 for Metropolitan Life Separate
Account E includes illustrations using various characters from the
PEANUTS(Registered) gang which are copyrighted by United Feature Syndicate,
Inc. There is a list and description of characters followed by a list of
illustrations and their page location in the prospectus.
CHARACTERS
Snoopy -- A Beagle dog
Charlie Brown -- A little boy with zigzag pattern on shirt
Woodstock -- A small bird
Lucy -- A little brunette girl
Linus -- A younger little boy with striped shirt (Lucy's brother)
Marcie -- A little brunette girl with glasses
Franklin -- A curly haired little boy
Pigpen -- A little boy with dust cloud and smudged face
Peppermint Patty -- An athletic girl with freckles, page boy haircut and sandals
Sally -- A little blond girl with curls on top (Charlie Brown's sister)
Schroeder -- A little boy with full head of hair and striped shirt (pianist)
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
1. Snoopy as MetLife Representative with briefcase First page
straightening bow tie
2. Charlie Brown on step ladder looking at fold Page 2 Table of Contents
out map
3. Snoopy in suit with pointer Page 4 Important Terms
You Should Know
4. Charlie Brown Reading Financial Section Page 5 Specified Interest Rate
5. Snoopy as MetLife Representative listening to Page 9 MetLife
crowd of Woodstocks
6. "Professor" Snoopy at blackboard with Page 10 The Income Annuity
"Immediate Annuities" written on it
with pointer
7. Hour glass with dollar bill being Page 10 The Income Annuity
shredded into bottom of glass with
"inflation" written on it
8. Charlie Brown deciding between three building Page 11 Product Comparison
blocks with "Annuity A", "Annuity B"
and "Annuity C" written on them
9. Snoopy on beach with drink and sunglasses Page 12 Features of the Income Annuity
relaxing in lounge chair
10. Snoopy reading menu at restaurant table Page 13 Your Investment Choices
11. Snoopy with money in both hands looking Page 15 Income Types
at desk calendar with "Monday 1st"
written on it
12. Woodstock writing out a check Page 16 Purchase of an Income Annuity
13. "Flying Ace" Snoopy with pointer looking Page 17 Subsequent Income Payments
at crowd of Woodstocks flying away
14. Snoopy using adding machine Page 18 Determining the Investment Factor
15. Snoopy and Woodstock balanced on seesaw Page 19 Interest Factor
16. Woodstock in middle of balance scale with Page 20 Income Payment Calculations
"Interest Factor" going up and "Investment
Factor" going down
17. Woodstock carring a sack of money Page 21 Reallocations
18. Lucy with magnifying glass studying a piece of Page 23 Free Look
paper
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19. Charlie Brown on the telephone Page 24 Processing Reallocations by Telephone or Internet
20. "Colonial" Snoopy as town cryer Page 26 Advertising Performance
21. "Uncle Sam" Snoopy with "tax Page 29 General Tax Information
bill" in hand
22. Woodstock flying holding paper in hand Page 30 Diversification
23. Lucy filling out "FORM 1040" with adding Page 31 Income Payments
machine on table
24. Linus rolling ball with "IRAs" written on it Page 32 Qualified Annuities
25. Charle Brown digging in pockets to pay Page 34 Section 457(b)
"Uncle Sam" Snoopy
26. Franklin, Snoopy, Charlie Brown, Lucy, Pigpen, Page 35 Table of Contents
Schroeder and Peppermint Patty for the SAI
27. Lucy in her advice box with "TAXES--The Expert Page 36 Premium Tax Table
is in" printed on it advising Peppermint Patty
and Sally
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